Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | CELLECTIS S.A. |
Entity Central Index Key | 0001627281 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 71,751,201 |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Title of 12(b) Security | Ordinary shares, nominal value €0.05 per share* |
Security Exchange Name | NASDAQ |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Entity Address, Country | FR |
ICFR Auditor Attestation Flag | true |
Document Financial Statement Error Correction [Flag] | false |
Entity Address, Address Line One | 8, rue de la Croix Jarry |
Entity File Number | 001-36891 |
Entity Incorporation, State or Country Code | I0 |
Entity Address, City or Town | Paris |
Entity Address, Postal Zip Code | 75013 |
Document Accounting Standard | International Financial Reporting Standards |
No Trading Symbol Flag | true |
Auditor Firm ID | 1704 |
Auditor Name | Ernst & Young et Autres |
Auditor Location | Courbevoie, France |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Country | FR |
Contact Personnel Name | Marie-Bleuenn Terrier |
Entity Address, Address Line One | 8, rue de la Croix Jarry |
Entity Address, City or Town | Paris |
Entity Address, Postal Zip Code | 75013 |
City Area Code | 33 |
Local Phone Number | 1 81 69 16 00 |
Contact Personnel Fax Number | +33 (0)1 81 69 16 06 |
American Depositary Shares [member] | |
Document Information [Line Items] | |
Trading Symbol | CLLS |
Title of 12(b) Security | American Depositary Shares, each representing one American Depository Shares, each representing one |
Security Exchange Name | NASDAQ |
Statements of Consolidated Fina
Statements of Consolidated Financial Position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Non-current assets | ||
Intangible assets | $ 671 | $ 718 |
Property, plant, and equipment | 54,681 | 63,621 |
Right-of-use assets | 38,060 | 44,275 |
Non-current financial assets | 7,853 | 8,791 |
Total non-current assets | 101,265 | 117,406 |
Current assets | ||
Trade receivables | 569 | 772 |
Subsidies receivables | 20,900 | 14,496 |
Other current assets | 7,722 | 9,078 |
Current financial assets | 67,107 | 7,907 |
Cash and cash equivalents | 136,708 | 89,789 |
Total current assets | 233,005 | 122,043 |
Total assets held for sale | 0 | 21,768 |
TOTAL ASSETS | 334,270 | 261,216 |
Shareholders' equity | ||
Share capital | 4,365 | 2,955 |
Premiums related to the share capital | 522,785 | 583,122 |
Currency translation adjustment | (36,690) | (28,605) |
Retained earnings | (304,707) | (333,365) |
Net income (loss) | (101,059) | (106,139) |
Total shareholders' equity - Group Share | 84,695 | 117,968 |
Non-controlling interests | 0 | 7,973 |
Total shareholders' equity | 84,695 | 125,941 |
Non-current liabilities | ||
Non-current financial liabilities | 49,125 | 20,531 |
Non-current lease debts | 42,948 | 49,358 |
Non-current provisions | 2,200 | 2,390 |
Deferred tax liabilities | 158 | |
Total non-current liabilities | 94,431 | 72,279 |
Current liabilities | ||
Current financial liabilities | 5,289 | 5,088 |
Current lease debts | 8,502 | 7,872 |
Trade payables | 19,069 | 21,456 |
Deferred income and contract liabilities | 110,325 | 59 |
Current provisions | 1,740 | 477 |
Other current liabilities | 10,219 | 13,179 |
Total current liabilities | 155,144 | 48,131 |
Total liabilities related to asset held for sale | 0 | 14,864 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 334,270 | $ 261,216 |
Statements of Consolidated Oper
Statements of Consolidated Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Profit or loss [abstract] | |||||||
Revenues | $ 755 | $ 19,171 | $ 30,347 | ||||
Other income | 8,438 | 6,553 | 8,250 | ||||
Total revenues and other income | $ 2,001 | $ 5,560 | $ 7,203 | 9,193 | 25,725 | 38,597 | |
Operating expenses | |||||||
Cost of revenue | (737) | (1,772) | (1,844) | ||||
Research and development expenses | (87,646) | (97,501) | (117,840) | ||||
Selling, general and administrative expenses | (16,812) | (17,494) | (22,882) | ||||
Other operating income (expenses) | (1,300) | 1,377 | 488 | ||||
Total operating expenses | (25,660) | (52,612) | (74,926) | (106,495) | (115,390) | (142,077) | |
Operating income (loss) | (67,723) | (97,302) | (89,666) | (103,481) | |||
Financial income | 10,440 | 11,214 | 16,133 | 21,479 | 8,880 | 13,218 | |
Financial expenses | (16,284) | (21,461) | (23,085) | (40,642) | (17,815) | (6,486) | |
Net Financial gain (loss) | (5,845) | (10,247) | (6,952) | (19,163) | (8,935) | 6,731 | |
Income tax | (258) | (258) | (365) | (371) | (87) | 0 | |
Income (loss) from continuing operations | (29,762) | (57,557) | (75,040) | (116,835) | (98,688) | (96,749) | |
Income (loss) from discontinued operations | 13,834 | 8,392 | 8,392 | 8,392 | (15,345) | (28,358) | |
Net income (loss) | (15,928) | (49,165) | (66,648) | (108,443) | (114,034) | (125,107) | |
Attributable to shareholders of Cellectis | (11,371) | (41,781) | (59,264) | (101,059) | (106,139) | (114,197) | |
Attributable to non-controlling interests | $ (4,557) | $ (7,384) | $ (7,384) | $ (7,384) | $ (7,894) | $ (10,910) | |
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis | |||||||
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) | $ (0.2) | $ (0.78) | $ (1.09) | $ (1.77) | $ (2.33) | $ (2.55) | |
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) | (0.2) | (1.09) | (1.77) | (2.33) | (2.55) | ||
Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | 0.33 | $ 0.29 | 0.29 | 0.28 | [1] | (0.16) | (0.39) |
Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | $ 0.33 | $ 0.29 | $ 0.28 | [1] | $ (0.16) | $ (0.39) | |
Number of shares used for computing | |||||||
Basic | 57,012,815 | 45,547,359 | 44,820,279 | ||||
Diluted | 57,012,815 | 45,547,359 | 44,820,279 | ||||
[1] Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of comprehensive income [abstract] | |||
Net income (loss) | $ (108,443) | $ (114,034) | $ (125,107) |
Actuarial gains and losses | 597 | 1,983 | 240 |
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations | 597 | 1,983 | 240 |
Currency translation adjustment | 2,919 | (16,770) | (21,458) |
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations | 2,919 | (16,770) | (21,458) |
Other comprehensive income (loss) from discontinued operations | (1,522) | 5,831 | 6,220 |
Total Comprehensive income (loss) | (106,449) | (122,989) | (140,106) |
Attributable to shareholders of Cellectis | (100,535) | (114,739) | (127,890) |
Attributable to non-controlling interests | $ (5,914) | $ (8,250) | $ (12,216) |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities | ||||
Net income (loss) for the period | $ (108,443) | $ (114,034) | $ (125,107) | |
Net loss for the period of discontinued operations | 8,392 | (15,345) | (28,358) | |
Net (loss) income for the period of continuing operations | (116,835) | (98,688) | (96,749) | |
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities | ||||
Intercompany transactions between continuing and discontinued operations | [1] | 152 | 203 | |
Amortization and depreciation | 18,523 | 18,435 | 14,156 | |
Net loss (income) on disposals | 0 | 1,612 | 2 | |
Net financial loss (gain) | 19,163 | 8,935 | (6,731) | |
Income tax | 371 | 87 | 0 | |
Expenses related to share-based payments | 5,233 | 6,043 | 11,493 | |
Provisions | 1,352 | 270 | 421 | |
Other non-cash items | (1,402) | (460) | 0 | |
Realized foreign exchange gain (loss) | 8 | (664) | 719 | |
Interest (paid) / received | [2] | 3,627 | 1,158 | 969 |
Operating cash flows before change in working capital | (69,961) | (63,120) | (75,518) | |
Decrease (increase) in inventories | 0 | 0 | 215 | |
Decrease (increase) in trade receivables and other current assets | 2,252 | (3,187) | (13,091) | |
Decrease (increase) in subsidies receivables | (6,238) | (5,806) | 654 | |
(Decrease) increase in trade payables and other current liabilities | (6,305) | 3,247 | 177 | |
(Decrease) increase in deferred revenues and contract liabilities | 59,149 | 23 | (252) | |
Change in working capital | 48,859 | (5,723) | (12,297) | |
Net cash flows provided by (used in) operating activities of continuing operations | (21,103) | (68,843) | (87,815) | |
Net cash flows provided by (used in) operating activities of discontinued operations | (3,644) | (18,601) | (16,746) | |
Net cash flows provided by (used in) operating activities | (24,746) | (87,444) | (104,562) | |
Cash flows from investment activities | ||||
Acquisition of intangible assets | 0 | (10) | (13) | |
Calyxt's cash and cash equivalents disposed of | [3] | (1,642) | 0 | 0 |
Acquisition of property, plant and equipment | (1,073) | (2,431) | (18,543) | |
Net change in non-current financial assets | 489 | 126 | (143) | |
Sale (Acquisition) of current financial assets | (13,363) | 0 | 15,000 | |
Net cash flows provided by (used in) investing activities of continuing operations | (15,589) | (2,315) | (3,699) | |
Net cash flows provided by (used in) investing activities of discontinued operations | 79 | (446) | 10,979 | |
Cash flows provided by (used in) investment activities | (15,510) | (2,761) | 7,279 | |
Cash flows from financing activities | ||||
Proceeds from the exercise of Cellectis stock options | 0 | 0 | 11,601 | |
Increase in share capital of Cellectis after deduction of transaction costs | [4] | 67,936 | (569) | 44,638 |
Increase in borrowings | 29,671 | 5,750 | 0 | |
Decrease in borrowings | (5,107) | (1,343) | 0 | |
Interest paid on financial debt | (333) | (332) | (368) | |
Payments on lease debts | (11,084) | (11,011) | (10,641) | |
Net cash flows provided by financing activities of continuing operations | 81,084 | (7,505) | 45,230 | |
Net cash flows provided by (used in) financing activities of discontinued operations | 1,781 | 8,650 | 2,294 | |
Net cash flows provided by (used in) financing activities | 82,865 | 1,145 | 47,525 | |
(Decrease) increase in cash and cash equivalents | 42,608 | (89,060) | (49,758) | |
Cash and cash equivalents at the beginning of the year | 93,216 | 185,636 | 241,148 | |
Effect of exchange rate changes on cash | 884 | (3,360) | (5,754) | |
Cash from discontinued operations | 0 | 3,427 | 13,823 | |
Cash from continuing operations | 136,708 | 89,789 | 171,813 | |
Cash and cash equivalents at the end of the period | $ 136,708 | $ 93,216 | $ 185,636 | |
[1] Net cash flows used in operating activities from continuing and discontinued operations being presented separately, the effect of intercompany transactions between the two categories is presented within the cash flows of each, although these transactions are fully eliminated in the Group’s financial statements In line with IAS 7.31, interests (paid) / received are presented separately On the date of loss of control, Calyxt’s cash and cash equivalents were derecognized. For better clarity, this impact is presented in investing activities separately from cash flows from discontinued operations In line with IAS 32, expenses incurred in 2022 for $ 0.6 million which qualify for transaction costs related to the “at the market” offering and to the follow-on offering of Cellectis started respectively in January 2023 and February 2023 are deducted from equity as of December 31, 2022 |
Statements of Consolidated Ca_2
Statements of Consolidated Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of cash flows [abstract] | |
Transaction costs | $ 0.6 |
Statements of Changes in Consol
Statements of Changes in Consolidated Shareholders' Equity - USD ($) $ in Thousands | Total | Cellectis Inc [Member] | Calyxt Inc [Member] | Share Capital Ordinary Shares [member] | Share Capital Ordinary Shares [member] Cellectis Inc [Member] | Premiums Related to Share Capital [member] | Premiums Related to Share Capital [member] Cellectis Inc [Member] | Currency Translation Adjustment [member] | Currency Translation Adjustment [member] Calyxt Inc [Member] | Retained Earnings (Deficit) [member] | Retained Earnings (Deficit) [member] Calyxt Inc [Member] | Income (Loss) [member] | Attributable to Shareholders of Cellectis [member] | Attributable to Shareholders of Cellectis [member] Cellectis Inc [Member] | Attributable to Shareholders of Cellectis [member] Calyxt Inc [Member] | Non controlling Interests [member] | Non controlling Interests [member] Calyxt Inc [Member] | ||||
Beginning balance at Dec. 31, 2020 | $ 308,846 | $ 2,785 | $ 872,134 | $ (4,089) | $ (505,961) | $ (81,074) | $ 283,795 | $ 25,051 | |||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 42,780,186 | ||||||||||||||||||||
Net income (Loss) | (125,107) | (114,197) | (114,197) | (10,910) | |||||||||||||||||
Other comprehensive income (loss) | (14,999) | (13,932) | 240 | (13,693) | (1,306) | ||||||||||||||||
Total Comprehensive income (loss) | (140,106) | (13,932) | 240 | (114,197) | (127,890) | (12,216) | |||||||||||||||
Allocation of prior period loss | (81,074) | 81,074 | |||||||||||||||||||
Capital Increase | 46,954 | $ 143 | 46,811 | 46,954 | |||||||||||||||||
Capital Increase, Shares | 2,415,630 | ||||||||||||||||||||
Transaction costs | (2,316) | (2,316) | (2,316) | ||||||||||||||||||
Exercise of stock options Calyxt ,Values | 4,367 | 2,699 | 2,699 | 1,668 | |||||||||||||||||
Transaction with subsidiaries | (58) | (58) | 58 | ||||||||||||||||||
Exercise of share warrants and employee warrants, amount | 5,612 | $ 17 | 5,597 | (2) | 5,612 | ||||||||||||||||
Exercise of share warrants and employee warrants, shares | 288,494 | ||||||||||||||||||||
Non-cash stock-based compensation expense | 13,118 | 12,497 | 12,497 | 621 | |||||||||||||||||
Other movements | (27) | 27 | |||||||||||||||||||
Ending Balance at Dec. 31, 2021 | 236,474 | $ 2,945 | 934,696 | (18,021) | (584,129) | (114,197) | 221,293 | 15,181 | |||||||||||||
Ending balance, shares at Dec. 31, 2021 | 45,484,310 | ||||||||||||||||||||
Net income (Loss) | (114,034) | (106,139) | (106,139) | (7,894) | |||||||||||||||||
Other comprehensive income (loss) | (8,955) | (10,583) | 1,983 | (8,600) | (355) | ||||||||||||||||
Total Comprehensive income (loss) | (122,989) | (10,583) | 1,983 | (106,139) | (114,739) | (8,250) | |||||||||||||||
Allocation of prior period loss | (114,197) | 114,197 | |||||||||||||||||||
Issuance of Calyxt's common stock and exercise of Calyxt's pre-funded warrants | $ 2,733 | 1,341 | 1,341 | 1,392 | |||||||||||||||||
Capital Increase | $ 329 | $ 162 | $ 162 | $ 168 | |||||||||||||||||
Transaction costs | $ (570) | (212) | (570) | $ (570) | (104) | $ (570) | (104) | (108) | |||||||||||||
Transaction with subsidiaries | 2,515 | 2,515 | (2,515) | ||||||||||||||||||
Exercise of share warrants and employee warrants, amount | $ 10 | (10) | |||||||||||||||||||
Exercise of share warrants and employee warrants, shares | 191,658 | 191,658 | |||||||||||||||||||
Non-cash stock-based compensation expense | $ 10,175 | 8,071 | 8,071 | 2,105 | |||||||||||||||||
Other movements | (359,076) | 359,076 | |||||||||||||||||||
Ending Balance at Dec. 31, 2022 | 125,941 | $ 2,955 | 583,122 | (28,605) | (333,365) | (106,139) | 117,968 | 7,973 | |||||||||||||
Ending balance, shares at Dec. 31, 2022 | 45,675,968 | ||||||||||||||||||||
Net income (Loss) | (49,165) | (41,781) | (41,781) | (7,384) | |||||||||||||||||
Other comprehensive income (loss) | 997 | (439) | (32) | (471) | 1,468 | ||||||||||||||||
Total Comprehensive income (loss) | (48,168) | (439) | (32) | (41,781) | (42,252) | (5,916) | |||||||||||||||
Allocation of prior period loss | (106,139) | 106,139 | |||||||||||||||||||
Capital Increase | 25,017 | $ 536 | 24,482 | 25,017 | |||||||||||||||||
Capital Increase, Shares | 9,907,800 | ||||||||||||||||||||
Transaction costs | (1,455) | (1,455) | (1,455) | ||||||||||||||||||
Operation between shareholders | 342 | 342 | (342) | ||||||||||||||||||
Loss of control over Calyxt | (3,625) | (3,625) | |||||||||||||||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,019) | $ (8,007) | (12) | (8,019) | |||||||||||||||||
Non-cash stock-based compensation expense | 7,125 | 5,119 | 5,119 | 2,006 | |||||||||||||||||
Other movements | (257) | (133,976) | 133,814 | (163) | (95) | ||||||||||||||||
Ending Balance at Jun. 30, 2023 | 96,558 | $ 3,491 | 477,291 | (37,050) | (305,392) | (41,781) | 96,558 | 0 | |||||||||||||
Ending balance, shares at Jun. 30, 2023 | 55,583,768 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 125,941 | $ 2,955 | 583,122 | (28,605) | (333,365) | (106,139) | 117,968 | 7,973 | |||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 45,675,968 | ||||||||||||||||||||
Net income (Loss) | (66,648) | (59,264) | (59,264) | (7,384) | |||||||||||||||||
Other comprehensive income (loss) | 663 | (877) | 55 | (822) | 1,485 | ||||||||||||||||
Total Comprehensive income (loss) | (65,985) | (877) | 55 | (59,264) | (60,086) | (5,899) | |||||||||||||||
Allocation of prior period loss | (106,139) | 106,139 | |||||||||||||||||||
Capital Increase | 25,073 | $ 537 | 24,536 | 25,073 | |||||||||||||||||
Capital Increase, Shares | 9,907,800 | ||||||||||||||||||||
Transaction costs | (1,459) | (1,459) | (1,459) | ||||||||||||||||||
Operation between shareholders | 343 | 343 | (343) | ||||||||||||||||||
Loss of control over Calyxt | (3,625) | (3,625) | |||||||||||||||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,036) | (8,024) | (12) | (8,036) | |||||||||||||||||
Non-cash stock-based compensation expense | 4,472 | 2,466 | 2,466 | 2,006 | |||||||||||||||||
Other movements | (259) | (134,273) | 134,125 | (148) | (111) | ||||||||||||||||
Ending Balance at Sep. 30, 2023 | 76,123 | $ 3,492 | 474,391 | (37,505) | (304,994) | (59,264) | 76,121 | 0 | |||||||||||||
Ending balance, shares at Sep. 30, 2023 | 55,583,768 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 125,941 | $ 2,955 | 583,122 | (28,605) | (333,365) | (106,139) | 117,968 | 7,973 | |||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 45,675,968 | ||||||||||||||||||||
Net income (Loss) | (108,443) | (101,059) | (101,059) | (7,384) | |||||||||||||||||
Other comprehensive income (loss) | 1,994 | (73) | 597 | 524 | 1,470 | ||||||||||||||||
Total Comprehensive income (loss) | (106,449) | (73) | 597 | (101,059) | (100,535) | (5,914) | |||||||||||||||
Allocation of prior period loss | (106,139) | 106,139 | |||||||||||||||||||
Capital Increase | [1] | 69,985 | $ 1,401 | 68,584 | 69,985 | ||||||||||||||||
Capital Increase, Shares | [1] | 25,907,800 | |||||||||||||||||||
Transaction costs | $ (2,049) | [2] | (2,049) | $ (2,049) | [2] | $ (2,049) | [2] | ||||||||||||||
Operation between shareholders | [3] | 343 | 343 | (343) | |||||||||||||||||
Exercise of share warrants and employee warrants, amount | $ 9 | $ 9 | 9 | ||||||||||||||||||
Exercise of share warrants and employee warrants, shares | 167,433 | 167,433 | |||||||||||||||||||
Loss of control over Calyxt | [4] | (3,625) | $ (3,625) | ||||||||||||||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | [5] | $ (8,022) | $ (8,012) | $ (10) | $ (8,022) | ||||||||||||||||
Non-cash stock-based compensation expense | $ 9,092 | 7,086 | 7,086 | 2,006 | |||||||||||||||||
Other movements | [6] | (187) | (133,958) | 133,868 | (90) | (97) | |||||||||||||||
Ending Balance at Dec. 31, 2023 | $ 84,695 | $ 4,365 | $ 522,785 | $ (36,690) | $ (304,707) | $ (101,059) | $ 84,695 | $ 0 | |||||||||||||
Ending balance, shares at Dec. 31, 2023 | 71,751,201 | ||||||||||||||||||||
[1] During the year ended December 31, 2023, 9,907,800 shares were issued in a February 2023 follow-on offering of American Depositary Shares (ADSs) with gross proceeds of $ 24.8 million (the Cellectis Follow-on Offering). During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $ 80.0 million at a price of $ 5 per share. Following settlement and delivery of the new shares, AstraZeneca owns approximately 22 % of the share capital, and 21 % of the voting rights of the Company, has the right to nominate a non-voting observer on the board of directors of Cellectis, and has the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $ 35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received , after reallocation of the AZ JRCA and foreign exchange impact as of December 31, 2023, representing $ 44.9 million is reflected in share capital for $ 0.9 million and share premium for $ 44.0 million . Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period". The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $ 1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $ 0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $ 0.6 million issuance costs related to AstraZeneca initial investment. Operations between shareholders during the year-end period ended December 31, 2023 correspond to the reduction in Cellectis’ percentage of interest in Calyxt from 49.1 % at December 31, 2022 to 48.0 % at May 31, 2023, without a change in the consolidation method until May 31, 2023. On May 31, 2023, Calyxt consummated the Merger (as defined below) with Cibus Global. As from the consummation of the Merger, Cellectis has lost control over Calyxt and we proceeded with its deconsolidation. The net impact on Total Shareholders’ Equity corresponds to the derecognition of minority interests in Calyxt for $3 .6 million. We have reclassified at the date of loss of control amounts previously recognized in other comprehensive income related to Calyxt that should be reclassified in profit or loss according to IFRS 10. Other movements include mainly the absorption of $ 134.1 million of retained earnings into share premium, approved during the annual shareholders meeting of June 27, 2023, in accordance with French Law. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. |
Statements of Changes in Cons_2
Statements of Changes in Consolidated Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Par value per share | $ 0.05 | $ 0.05 | |
Impact on derecognition of shareholders equity | $ 600 | ||
Share premium [member] | |||
Transaction costs | $ 2,049 | ||
Follow-on Offering [member] | |||
Transaction costs | $ 1,400 | ||
American Depository Shares [Member] | |||
Number of shares issued | 9,907,800 | ||
Gross proceeds | $ 24,800 | ||
Calyxt Inc [Member] | |||
Impact on derecognition of shareholders equity | $ 600 | ||
Proportion of ownership interest in subsidiary | 48% | ||
AstraZeneca [member] | |||
Number of shares issued | 16,000,000 | ||
Investment agreement | $ 80,000 | ||
Par value per share | $ 5 | ||
Percentage of share capital | 22% | ||
Voting rights | 21% | ||
Amount of premium after conversion related to operation | $ 44,900 | ||
Transaction costs | $ 600 | ||
AstraZeneca [member] | Share capital [member] | |||
Amount of premium after conversion related to operation | 900 | ||
AstraZeneca [member] | Share premium [member] | |||
Proceeds from sale of ordinary shares | 35,700 | ||
Amount of premium after conversion related to operation | $ 44,000 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
The Company | Note 1. The Company Cellectis S.A. (hereinafter “Cellectis” or “we”) is a limited liability company (“société anonyme”) registered and domiciled in Paris, France. We are a clinical stage biotechnological company, employing our core proprietary technologies to develop products based on gene-editing with a portfolio of allogeneic Chimeric Antigen Receptor T-cells (“UCART”) product candidates in the field of immuno-oncology and gene-edited hematopoietic stem and progenitor cells (“HSPC”) product candidates in other therapeutic indications. Our UCART product candidates, based on gene-edited T-cells that express Chimeric Antigen Receptors (“CARs”), seek to harness the power of the immune system to target and eradicate cancers. We believe that CAR-based immunotherapy is one of the most promising areas of cancer research, representing a new paradigm for cancer treatment. We are designing next-generation immunotherapies that are based on gene-edited CAR T-cells. Our gene-editing technologies allow us to create allogeneic CAR T-cells, meaning they are derived from healthy donors rather than the patients themselves. We believe that the allogeneic production of CAR T-cells will allow us to develop cost-effective, “off-the-shelf” products that are capable of being stored and distributed worldwide. Our gene-editing expertise also enables us to develop product candidates that feature additional safety and efficacy attributes, including control properties designed to prevent them from attacking healthy tissues, to enable them to tolerate standard oncology treatments, and to equip them to resist mechanisms that inhibit immune-system activity. Together with our focus on immuno-oncology, we are using, through our HEAL platform, our gene-editing technologies to develop HSPC product candidates in genetic diseases. Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc. (and Calyxt, Inc. until May 31, 2023), as a consolidated group of companies, are also referred to as the “Group.” On May 31, 2023, Calyxt, Inc. completed its all-stock, reverse merger business combination with Cibus Global. Among other things, as part of the Merger, each share of Calyxt’s common stock, par value $ 0.0001 per share, existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”), without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the agreement and plan of merger (the “Merger Agreement”). Following the closing of the Merger, effective on June 1, 2023, the combined company operates under the name of Cibus, Inc. (“Cibus”). Cellectis’ equity interest in Calyxt was reduced to 2.9 % after the closing of the Merger, which resulted in Cellectis losing control of Calyxt. Calyxt is therefore no longer consolidated since June 1, 2023. |
Accounting principles
Accounting principles | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Accounting principles | Note 2. Accounting principles 2.1 Basis of preparation The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 were approved by our Board of Directors on April 29, 2024. Our Consolidated Financial Statements are presented in thousand U.S. dollars. The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as endorsed by the European Union. The Consolidated Financial Statements have been prepared using the historical cost measurement basis except for certain assets and liabilities that are measured at fair value in accordance with IFRS. IFRS include International Financial Reporting Standards(“IFRS”), International Accounting Standards (“the IAS”), as well as the interpretations issued by the Standards Interpretation Committee (“the SIC”), and the International Financial Reporting Interpretations Committee(“IFRIC”). The significant accounting methods used to prepare the Consolidated Financial Statements are described below. Application of new or amended standards or new amendments The following pronouncements and related amendments have been adopted by us from January 1, 2023 but had no significant impact on the Consolidated Financial Statements: • IFRS 17 Insurance Contracts (including Amendments to IFRS 17 issued in June 2020 and Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued in December 2021) (issued in May 2017 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued in July 2020 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 8 – Definition of Accounting Estimates (issued on 12 February 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 and IFRS Practice Statement 2 –Disclosure of Accounting Policies (issued in March 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued in May 2021 and Effective for the accounting periods as of January 1, 2023) Standards, interpretations and amendments issued but not yet effective The following pronouncements and related amendments are applicable for first quarter accounting periods beginning after January 1, 2024, as specified below. We do not anticipate that the adoption of these pronouncements and amendments will have a material impact on our results of operations, financial position or cash flows. • Amendments to IAS 1 regarding the classification of liabilities (issued in January 2020 and Effective for the accounting periods as of January 1, 2024) • Amendments to IAS 1 regarding the classification of debt with covenants (issued in October 2022 and Effective for the accounting periods as of January 1, 2024) • Amendment to IFRS 16 to “clarify how a seller-lessee subsequently measures sale and leaseback transactions” (issued in September 2022 and Effective for the accounting periods as of January 1, 2024) Going concern The consolidated financial statements were prepared on a going concern basis. With cash and cash equivalents of $ 136.7 million as of December 31, 2023, and taking into account the € 15.0 million under Tranche B of the € 40.0 million Finance Contract with EIB received in January 2024, and the $ 140 million equity investment we expect to receive pursuant to the Subsequent Investment Agreement, the Company believes its cash and cash equivalents will be sufficient to fund its operations into, assuming receipt of such funds, 2026 and therefore for at least twelve months following the consolidated financial statements’ publication. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect or chose to revise our strategy to extend our cash runway. 2.2 Currency of the financial statements The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro. All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive income (loss) and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Currency Translation Adjustments” in the Consolidated Statements of Changes in Shareholders’ Equity. 2.3 Consolidated entities and non-controlling interests Accounting policy We control all the legal entities included in the consolidation. An investor controls an investee when the investor is exposed to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Control requires power, exposure to variability of returns and a linkage between the two. To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns. In order to ascertain control, potential voting rights which are substantial are taken into consideration. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full consolidation. The Group ensures that it has control over its consolidated subsidiaries. If the Group loses control of a subsidiary and does not exercise significant influence, the subsidiary is deconsolidated as of the date control is lost. At the date when control is lost, the Group derecognizes the assets and liabilities of the subsidiary and of any non-controlling interests in the former subsidiary at their carrying amounts, and recognizes the fair value of any consideration received from the transaction that resulted in the loss of control and the fair value of any investment retained in the former subsidiary. The Group recognises any resulting difference as a gain or loss in profit or loss attributable to the parent. The Groupe also reclassifies to profit or loss, or transfer directly to retained earnings if required by other IFRSs, the amounts recognised in other comprehensive income in relation to the subsidiary. This reclassification is made at parent company level. Investments in associates Associates are entities in which the Group has significant influence in respect of financial and operating policy decisions, but not control. Significant influence is assessed through voting rights. Investments in associates are accounted for under the equity method and are initially recognized at cost. The consolidated financial statements include the Group’s share of the total comprehensive income of associates from the date when significant influence is obtained until the date it ceases. If the Group’s share of losses exceeds its equity interest, the carrying amount of investments consolidated under the equity method is reduced to zero and the Group ceases to recognize its share of future losses unless the Group has a legal or constructive obligation to bear a portion of future losses or to make payments on behalf of the associate. 2.4 Foreign currencies Foreign currency transactions and balances Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rate at the date the transaction first qualifies for recognition. The revaluation is done automatically by the accounting system. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date. Differences arising on settlement or translation of monetary items are recognized as financial income or expenses in profit or loss Non-monetary items that are measured in a foreign currency are translated using the exchange rates at the date of the initial transaction. Non- monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Differences arising on translation of non-monetary items are recognized respectively in profit or loss when the change in fair value of the item is recognized in profit or loss and in OCI when the change in fair value of the item is recognized in OCI. Foreign currency translation On consolidation the assets and liabilities of foreign operations having a functional currency different from the euro are translated into euros at the period end exchange rate. The income and expenses of foreign operations are translated into euros using the average exchange rate for the reporting period. Gains and losses arising from currency translation are recognized in other comprehensive loss. Consolidated financial statements are then converted into U.S. dollars using the method described in Note 2.2. The difference in effect of exchange rate changes on cash and cash equivalents between the statements of consolidated operations and consolidated cash flows is mainly explained by the following elements: • the differential between the average exchange rate and the period end rates applied to the cash flows of the period; • the differential between the opening exchange rates and the period end exchanges rate applied on our opening cash and cash equivalents balance denominated in dollars; and • the foreign exchange rate impact of the conversion of the financial statements of our US subsidiaries. 2.5 Use of judgment, estimates and assumptions The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, including the disclosure of contingent liabilities. Actual amounts may differ from those estimates. The Group’s exposure to risks and uncertainties is disclosed in Note 9.3: Financial instruments risk management and policies. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the period end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. • Revenue Recognition: Collaboration Agreements and Licenses, Sales of Products and Services (Note 4.1) • Research Tax Credit (Note 4.1) • Share-Based Compensation (Note 17) • Provisions for risks and charges (Note 19) • Current financial assets (Note 12.1) • Non Current financial assets (Note 13) • Impairment tests (Note 6) 2.6 Accounting treatment of significant transactions of the period We present below the accounting treatment applied in the Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 concerning the collaboration and investment agreements entered into with AstraZeneca. The purpose of this section is to bring together information on these transactions and their accounting treatment in the Group's financial statements. It is supplemented by information on the specific financial statement items impacted by these transactions in the notes to the financial statements dedicated to these items hereafter. On November 1, 2023, Cellectis and AstraZeneca announced that they entered into a Joint Research and Collaboration Agreement (the “AZ JRCA”) and an Initial Investment Agreement ("IIA"). Pursuant to the AZ JRCA, the parties will collaborate to develop up to 10 novel cell and gene therapy candidate products, selected from a larger pool of potential targets identified by AZ Ireland, for human therapeutic, prophylactic, palliative, and analgesic purposes. Each party will be responsible for performing research and development activities based on research plans to be agreed upon throughout the initial five-year collaboration term under the AZ JRCA. Pursuant to the IIA, AZ Holdings made an initial equity investment of $ 80 million in Cellectis by subscribing to 16,000,000 ordinary shares at a price of $ 5.00 per share (the “Initial Investment”). Following the Initial Investment, AZ Holdings owned approximately 22 % of the share capital and 21 % of the voting rights of the Company. Following this first equity investment of AstraZeneca, Cellectis signed on November 14, 2023, a Subsequent Investment Agreement (the "SIA") for an additional equity investment of $ 140 million by AstraZeneca that is subject to the fulfilment of the closing conditions described hereafter. The additional investment will be made by way of subscription of 10,000,000 “class A” convertible preferred shares and 18,000,000 “class B” convertible preferred shares, in each case at a price of $ 5.00 per share. Both classes of preferred shares would benefit from a liquidation preference and would be convertible into ordinary shares with the same rights as the outstanding ordinary shares on a one for one basis . Analysis of the Joint Research Collaboration Agreement In addition to an upfront payment of $ 25 million made by AZ Ireland to Cellectis under the AZ JRCA, AZ Ireland will reimburse Cellectis for its budgeted research costs associated with targets identified under the AZ JRCA. Cellectis is also eligible to receive an option exercise fee and development, regulatory and sales-related milestone payments, ranging from $ 70 million up to $ 220 million, per each of the 10 candidate products, plus tiered royalties, which may range from mid-single to low-double digits, based on the sale of Licensed Products (as defined in the JRCA). As part of our analysis of the AZ JRCA under IFRS 15 requirements, we concluded that the $ 25 million upfront payment is to be included in the transaction price at contract inception and allocated to each research activity performance obligations in proportion to their stand-alone selling price. As at December 31, 2023, no Research Plan (as defined in the AZ JRCA), which provides a framework for research activities, had started, and therefore we have not recognized any revenue related to research activity performance obligation. As a result, the entire $ 25 million upfront payment received in November 2023 is recorded within deferred income and contract liabilities at December 31, 2023. Interdependence of the Initial Investment Agreement and the Subsequent Investment Agreement with the AZ JRCA The IIA and the AZ JRCA were both signed on November 1, 2023, and the SIA was subsequently signed on November 14, 2023. The IIA, SIA and AZ JRCA were negotiated concurrently, and the execution of the IIA was a condition to the signing of the AZ JRCA. In addition, for both the IIA and the SIA, the price per share pursuant to such agreements was set at a level significantly higher than the quoted price for the Company’s ordinary shares at their respective signing dates. Considering all these factors, we concluded that in accordance with IFRS standards, the IIA, SIA and AZ JRCA are accounted for as a single transaction as they were not negotiated based upon independently based market conditions. Therefore, in accordance with applicable accounting standards, we allocated a portion of the proceeds received from AstraZeneca under the IIA and the initial fair value of the derivative recognized for the SIA to the AZ JRCA as additional consideration for the services to be rendered under the AZ JRCA, which is recorded as deferred revenue . To estimate the portion of the share purchase price that exceeds fair value, we first assessed the fair value of both investment agreements at the date of initial recognition (i.e., on November 1, 2023 for the IIA and on November 14, 2023 for the SIA ) and allocated to the AZ JRCA a portion of the share purchase proceeds equal to the difference between this initial fair value determination and the transaction price. As the proceeds from the SIA were zero at inception on November 14, 2023, the initial fair value of the SIA is allocated in full to the AZ JRCA. The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows: As of November 1, 2023 Number of shares issued 16,000,000 Spot share price (in €) 2.63 Spot foreign exchange rate 1.05 Fair value of shares in $ thousands 44,272 Proceeds received in $ thousands 80,000 Proceeds reallocated to the JRCA in $ thousands 35,728 The valuation method and parameters used to estimate the fair value of the SIA at initial recognition date is detailed in the section " Accounting treatment of the Subsequent Investment Agreement" below. The initial fair value of the SIA was $ 48.4 million. In accordance with applicable IFRS standards, we allocated $ 35.7 million of the proceeds received from the sale of ordinary shares pursuant to the IIA to the AZ JRCA and $ 48.4 million, representing the fair value of the derivative pursuant to the SIA to the AZ JRCA. As the additional consideration is fixed from the inception of the IIA and SIA, it is reflected in the AZ JRCA transaction price from inception and recorded as deferred revenue totaling $ 84.1 million. The corresponding income will be recognized as revenue in profit and loss, in accordance with the characteristics of AZ JRCA performance obligations, when satisfied. For the year ended December 31, 2023, no corresponding performance obligations have been satisfied. Accounting treatment of the Subsequent Investment Agreement At signing date of the SIA, the closing of this additional equity investment was subject to: • the approval of the extraordinary general meeting of the shareholders of Cellectis. The meeting was held on December 22, 2023 and approved the creation of the convertible preferred shares “class A” and “class B” and the delegation of its share capital increase power to the Board of Directors, • clearance of such investment from the French Ministry of Economy according to the foreign direct investment French regulations, and • other customary closing conditions. As these preferred shares include no contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial liabilities under conditions that are potentially unfavorable to the issuer, they meet the definition of equity instruments as per IAS 32.16, This contract meets all derivatives criteria since its value changes depending on the listed price of Cellectis' ordinary shares, it requires no initial investment as the rights and obligations will be performed on the closing date and it is to be settled at a future date that is expected to occur by March 31, 2024. This contract does not meet the “fixed for fixed” condition set in IAS 32.16 and 22 since it will be settled by the exchange of a fixed amount in a currency that is not the functional currency of the Company for a fixed number of equity instruments. Based on these factors, the SIA is a derivative and shall therefore be recognized according to the principles of IFRS 9, under which the derivative instrument is recognized at its fair value with any subsequent change of fair value recognized in profit and loss. On the closing date of the SIA (i.e. upon completion of the additional investment), the cash received will be recognized on the balance sheet, the derivative will be derecognized, and any difference between the cash received and the fair value of the derivative at closing date will be recognized against share premium and share capital. Valuation of the derivative On November 14, 2023, the execution of the SIA does constitute a commitment by AstraZeneca and does not constitute a firm commitment by Cellectis to deliver the shares as completion of the transaction is still subject to conditions precedent, including the approval by the Cellectis shareholders' general meeting. The general meeting called to vote on this transaction was held on December 22, 2023, and approval was approved. Based on this fact pattern, we value the SIA at initial recognition as a put option held by Cellectis with a maturity on the date of the general meeting. From the date of approval at Cellectis' general meeting, we value the SIA as a forward sale of new shares, with a maturity on the expected date of completion of the investment. The absence of dividends and the short residual maturity of the forward sale make the two types of instruments economically similar and this distinction has limited impact on the valuation. The fair value of the derivative is estimated as follows: • Based on the expected maturity of the derivative by management, we estimated fair value conditional on completion of the transaction using a valuation model with observable inputs, such as the Cellectis share price, risk-free rate and forward exchange rate. The inputs are detailed in the table below. • We applied to this conditional fair value a weighting based on management's estimate of the probability of the transaction being completed (i.e. of the remaining conditions precedent being fulfilled). To estimate this probability of occurrence, we have estimated for each condition precedent the probability that it will be fulfilled on the basis of empirical, qualitative and quantitative criteria at each valuation date. Given the absence of significant movements in the share price on and after November 14, 2023, we consider that the market was already anticipating this investment on November 14, 2023, and consequently that valuations should not be adjusted for dilutive effects. As the valuation is based on both observable and unobservable inputs (mainly the probability of investment completion and the expected life of the derivative), this is a level 3 instrument under the IFRS 13 fair value hierarchy. At initial recognition on November 14, 2023, and as of December 31, 2023, assumptions used and estimated fair value are as follows: As of November 14, 2023 As of December 31, 2023 Number of shares to be issued 28,000,000 28,000,000 Subscription price (in $) 5.00 5.00 Expected life of derivative (in years) 0.11 0.25 Spot share price (in €) 2.33 2.76 Forward foreign exchange rate at maturity 1.09 1.10 Risk-free rate at maturity 5.7 % 5.5 % Volatility 119.6 % n.a. Probability of transaction completion 72.0 % 81.0 % Fair value in $ thousands 48,365 42,694 We performed fair value sensitivity tests on assumptions that are sensitive and require management's judgment (i.e. the probability of investment completion and the expected life of the derivative). The results of these tests are presented below. Sensitivity of the derivative fair value to the probability of transaction completion Fair value in $ thousands As of November 14, 2023 As of December 31, 2023 Probability of transaction completion - 2 % 47,022 41,640 Expected probability of transaction completion estimated by management 48,365 42,694 Probability of transaction completion + 2 % 49,709 43,748 Sensitivity of the derivative fair value to the expected life of the derivative Fair value in $ thousands As of December 31, 2023 Expected life of derivative +1 month 42,197 Expected life of derivative estimated by management 42,694 Expected life of derivative -1 month 43,194 The sensitivity of the fair value to the expected life of the derivative at the initial recognition date is not presented, as the estimated term of the derivative at that date corresponds to the date of the Cellectis shareholders' meeting called to authorize the transaction, which is already a fixed and known date. At initial recognition, the fair-value measurement of the derivative is $ 48.4 million. The fair value of this instrument has been remeasured on December 31, 2023 and amounts to $ 42.7 million. The difference in fair value measurement of 5.7 million has been recognized in financial expense. |
Scope of consolidation and non-
Scope of consolidation and non-consolidated entities | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Scope of consolidation and non-consolidated entities | Note 3. Scope of consolidation and non-consolidated entities Consolidated entities As of December 31, 2023, Cellectis S.A. owns 100 % of Cellectis, Inc., which owns 100 % of Cellectis Biologics, Inc. For the twelve-month period ended December 31, 2023 the consolidated group of companies includes Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc and Calyxt, Inc. through May 31, 2023, the date of Calyxt's deconsolidation. See Non-consolidated entities below. For the twelve-month period ended December 31, 2022 the consolidated group of companies included Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc and Calyxt, Inc. Investments in associates On December 29, 2022, we entered into a Collaboration Agreement with Primera Therapeutics, Inc. (“Primera”) (the “Primera Collaboration Agreement”). Under the Primera Collaboration Agreement, Primera and Cellectis will be co-developing a mitochondrial DNA engineering toolbox for therapies to treat mitochondrial diseases. Pursuant to this collaboration, Cellectis is contributing gene editing research, technology, manufacturing and clinical development experience and expertise. The Primera Collaboration Agreement also grants Primera a right to exercise an exclusive worldwide option to obtain a license from Cellectis on up to five product candidates developed under the Primera Collaboration Agreement. Upon Primera exercising the option, Cellectis would be eligible to receive milestone payments and royalty payments on the net sales of the products developed under the Primera Collaboration Agreement. Pursuant to the Primera Collaboration Agreement, on May 17, 2023, Cellectis and Primera entered into a Subscription Agreement and a Shareholders Agreement under which Cellectis received 234,570 shares of common stock of Primera, representing a 19.0 % ownership interest and 19 % of the voting rights in Primera at that date, and a right to designate a director to Primera’s board of directors. Consequently, we consider that, since May 17, 2023, we have significant influence over Primera as defined by IAS 28 because, in addition to voting rights, Cellectis receives and actively holds a seat on Primera’s board of directors and Cellectis provides Primera with access to essential technical information. Therefore, our investment in Primera is accounted for using the equity method starting on May 17, 2023. On initial recognition, the investment in an associate is recognized at cost. We consider that the best estimate of the fair value of the consideration given to Primera is the fair market value of Primera’s shares received by Cellectis. The fair value of the investment is immaterial. As of December 31, 2023, following Primera’s share capital increase that occurred after May 17, 2023, we hold 17.0 % of Primera’s shares and voting rights and consider that we continue to exercise significant influence over Primera. After taking into account Primera’s net loss between May 17, 2023 and December 31, 2023 and applying our ownership rate, the value of our investment is nil. We have no legal or contractual obligation to bear losses in excess of our share. In view of the immaterial value of our investment in Primera at inception and as of December 31, 2023, we do not present the investment in associates on a separate line in our consolidated statements of financial position or our consolidated statements of operations. Our share of Primera’s loss as of December 31, 2023, has been recognized in other operating expenses. Non-consolidated entities Calyxt was consolidated until May 31, 2023. On November 23, 2022, Calyxt received a non-binding letter of intent from Cibus Global regarding a potential reverse merger with Calyxt (with Calyxt absorbing Cibus Global). With Calyxt as the surviving entity, current equityholders of Cibus Global received shares of Calyxt common stock issued for the purpose of the transaction. On January 13, 2023, Calyxt, Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, Cibus Global and certain other parties, entered into the Merger Agreement with respect to this Merger. Effective November 23, 2022, assets and liabilities of Calyxt qualified for non-current assets and liabilities held for sale for all periods presented, in accordance with IFRS 5 and the statements of consolidated operations, statements of consolidated comprehensive income and statements of consolidated cash flows were adjusted to reflect the presentation of Calyxt as a discontinued operation for all period presented. On May 31, 2023 immediately prior to the consummation of the Merger, Cellectis S.A.’s ownership interest in Calyxt amounted to 48.0 %. Cellectis’ voting rights continued to give Cellectis the power to direct relevant activities of Calyxt and therefore Calyxt continued to be consolidated through the May 31, 2023. On May 31, 2023, Calyxt consummated the Merger, and effective on June 1, 2023, the combined company operates under the name of Cibus, Inc. Among other things, as part of the Merger, each share of Calyxt’s common stock existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A Common Stock, without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the Merger Agreement. Cellectis’ equity interest in Cibus was reduced to 2.9 % after the closing of the Merger, which resulted in Cellectis losing control of Cibus. Consequently, effective June 1, 2023, Calyxt was deconsolidated. Calyxt’s results are included in the Group’s results until May 31, 2023, and continue to be presented as discontinued operations until that date. On the date of deconsolidation, we derecognized Calyxt’s assets, liabilities and related non-controlling interests in Calyxt. We recognized the investment retained in Calyxt at its fair value and recorded a profit from deconsolidation representing the remaining net impact of the above entries. The profit from deconsolidation is included in the results of discontinued operations in accordance with IFRS 5. We also reclassified to profit or loss the amounts recognized in other comprehensive income related to Calyxt that should be reclassified according to relevant IFRSs. This reclassification is made at parent entity level and has no impact on the profit from deconsolidation presented below. On the date of loss of control, the profit from Calyxt’s deconsolidation is as follows: As of May 31, 2023 Assets held for sale ( 19,714 ) Liabilities related to assets held for sale 23,592 Non-controlling interests 3,625 Net assets, liabilities and equity derecognized 7,503 Consideration received in cash - Fair value of the retained investment 15,097 Consideration received 15,097 Profit from deconsolidation 22,600 Pursuant to the deconsolidation of Calyxt, our investment in Calyxt is classified as a current financial asset and measured at fair value as of December 31, 2023, as further described in Section 12.1. Changes in fair value subsequent to deconsolidation are recognized in the income statement under financial gain or loss. Adjustments to the unaudited condensed consolidated financial statements previously reported regarding Calyxt (unaudited) We have identified material misstatements to the unaudited condensed financial statements for the three- and six-month periods ended June 30, 2023 and the nine-month periods ended September 30, 2023 (reported respectively in Forms 6-K filed on August 7, 2023 - subsequently amended on September 5, 2023-, and on November 6, 2023). The misstatements relate to the recognition of certain transaction costs related to the Merger. Specifically, these costs relate to success-fees payable to an external advisor. These costs were initially considered as relating to the period after deconsolidation, and as such were not included in the Group's operating results. However, under IFRS, and in particular IAS 37, the conditions for recognizing a liability for these costs were met before the effective date of the merger (i.e. before deconsolidation), and as such should have been included in the Group's results. The adjustments also concern the amount of share-based payment expense related to Calyxt to be included in the Group's operating results. Certain equity awards granted by Calyxt to employees and non-employee directors contained vesting acceleration clauses triggered by the occurrence of certain events such as a merger. As a result of the Merger closing, these clauses effectively triggered a vesting acceleration of certain equity awards. In accordance with IFRS, and in particular IFRS 2, the share-based payment expense to be recognized must be estimated at each closing date on the basis of the number of instruments expected to vest and the vesting period estimated by management. Considering the terms of the grant agreements and the probability of the events giving rise to the application of the acceleration clauses already existing prior to the effective Merger date, the share-based payment expense for the period prior to the effective Merger date, i.e. prior to the deconsolidation date, was initially underestimated and therefore an additional share-based payment expense should have been included in Cellectis group's results. For the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023, the adjustments to the reported condensed consolidated financial statements are identical and amount to $ 2.2 million (unaudited) in share-based payment expense, $ 0.1 million (unaudited) in payroll tax due to the additional share-based payment expense, and $ 1,5 million (unaudited) in success-fees payable to an external advisor. These adjustments relate to the period from January 1, 2023 to May 31, 2023 during which Calyxt was consolidated. Due to the recognition of these additional expenses, the loss from discontinued operations and profit from deconsolidation recognized in the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023, is also adjusted by a $ 0.8 million (unaudited) decrease. The profit from deconsolidation, which was originally presented as financial income in the results from continuing operations in the reported condensed consolidated financial statements for the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023, has been reclassified to income (loss) from discontinued operations in the corrected condensed consolidated financial statements for these periods, in order to comply with IFRS 5, as reflected in the tables below. For the three-month period ended June 30, 2023, the adjustments amount to $ 1.5 million (unaudited) in share-based payment expense, $ 0.1 million (unaudited) in payroll tax due to the additional share-based payment expense, $ 1,5 million (unaudited) in success-fees payable to an external advisor and a $ 0.8 million (unaudited) decrease of the profit from deconsolidation, which has been reclassified to income (loss) from discontinued operations in the corrected condensed consolidated financial statements for this period. The effect of these adjustments on Cellectis' consolidated statements of financial position, consolidated statements of operations, statements of consolidated comprehensive income and consolidated statements of changes in shareholders equity for each period concerned is presented below. We do not present consolidated cash flows statements for the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023 as the adjustments have no effect on the net cash flows from operating, investment or financing activities. There are no material adjustments relating to three-month period ended March 31, 2023, three-month period ended September 30, 2023 or to periods prior to 2023. For the three and six-month periods ended June 30, 2023 (unaudited) CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) As of June 30, 2023 Adjustments As of June 30, 2023 $ in thousands ASSETS Total non-current assets 114,389 114,389 Total current assets 113,285 113,285 Total assets held for sale TOTAL ASSETS 227,674 227,674 LIABILITIES Shareholders’ equity Share capital 3,491 3,491 Premiums related to the share capital 476,224 1,066 477,291 Currency translation adjustment ( 37,050 ) ( 37,050 ) Retained earnings ( 305,392 ) ( 305,392 ) Net income (loss) ( 40,715 ) ( 1,066 ) ( 41,781 ) Total shareholders’ equity - Group Share 96,558 96,558 Non-controlling interests Total shareholders’ equity 96,558 96,558 Total non-current liabilities 89,068 89,068 Total current liabilities 42,047 42,047 Total liabilities related to asset held for sale TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 227,674 227,674 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the six-month period ended June 30, 2023 Adjustments For the six-month period ended June 30, 2023 $ in thousands Total revenues and other income 5,560 5,560 Total operating expenses ( 52,612 ) ( 52,612 ) Financial income 33,041 ( 21,827 ) 11,214 Financial expenses ( 21,461 ) ( 21,461 ) Net Financial gain (loss) 11,580 ( 21,827 ) ( 10,247 ) Income tax ( 258 ) ( 258 ) Income (loss) from continuing operations ( 35,731 ) ( 21,827 ) ( 57,557 ) Income (loss) from discontinued operations ( 10,377 ) 18,769 8,392 Net income (loss) ( 46,108 ) ( 3,058 ) ( 49,165 ) Attributable to shareholders of Cellectis ( 40,715 ) ( 1,066 ) ( 41,781 ) Attributable to non-controlling interests ( 5,393 ) ( 1,991 ) ( 7,384 ) Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) ( 0.76 ) ( 0.02 ) ( 0.78 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.09 ) 0.39 0.29 INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) For the six-month period ended June 30, 2023 Adjustments For the six-month period ended June 30, 2023 $ in thousands Net income (loss) ( 46,108 ) ( 3,058 ) ( 49,165 ) Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations ( 42 ) ( 42 ) Currency translation adjustment 2,272 ( 14 ) 2,258 Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations 2,272 ( 14 ) 2,258 Other comprehensive income (loss) from discontinued operations ( 1,233 ) 14 ( 1,219 ) Total Comprehensive income (loss) ( 45,111 ) ( 3,058 ) ( 48,168 ) Attributable to shareholders of Cellectis ( 41,172 ) ( 1,080 ) ( 42,252 ) Attributable to non-controlling interests ( 3,939 ) ( 1,978 ) ( 5,916 ) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the three-month period ended June 30, 2023 Adjustments For the three-month period ended June 30, 2023 $ in thousands Total revenues and other income 2,001 2,001 Total operating expenses ( 25,660 ) ( 25,660 ) Financial income 32,266 ( 21,827 ) 10,440 Financial expenses ( 16,284 ) ( 16,284 ) Net Financial gain (loss) 15,982 ( 21,827 ) ( 5,845 ) Income tax ( 258 ) ( 258 ) Income (loss) from continuing operations ( 7,935 ) ( 21,827 ) ( 29,762 ) Income (loss) from discontinued operations ( 5,647 ) 19,482 13,834 Net income (loss) ( 13,583 ) ( 2,345 ) ( 15,928 ) Attributable to shareholders of Cellectis ( 10,648 ) ( 723 ) ( 11,371 ) Attributable to non-controlling interests ( 2,935 ) ( 1,622 ) ( 4,557 ) Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) ( 0.19 ) ( 0.01 ) ( 0.20 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.05 ) 0.38 0.33 INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) For the three-month period ended June 30, 2023 Adjustments For the three-month period ended June 30, 2023 $ in thousands Net income (loss) ( 13,583 ) ( 2,345 ) ( 15,928 ) Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations ( 21 ) ( 21 ) Currency translation adjustment 4,751 ( 13 ) 4,736 Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations 4,751 ( 13 ) 4,736 Other comprehensive income (loss) from discontinued operations ( 4,906 ) 13 ( 4,892 ) Total Comprehensive income (loss) ( 13,760 ) ( 2,345 ) ( 16,105 ) Attributable to shareholders of Cellectis ( 11,139 ) ( 736 ) ( 11,876 ) Attributable to non-controlling interests ( 2,620 ) ( 1,609 ) ( 4,229 ) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) Share Capital Equity Number of shares Amount Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income attributable to shareholders of Cellectis Non controlling interests Total As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 40,715 ) ( 40,715 ) ( 5,393 ) ( 46,108 ) Other comprehensive income (loss) ( 415 ) ( 42 ) - ( 458 ) 1,454 997 Total comprehensive income (loss) ( 415 ) ( 42 ) ( 40,715 ) ( 41,172 ) ( 3,939 ) ( 45,111 ) Allocation of prior period loss ( 106,139 ) 106,139 - - Capital increase of Cellectis 9,907,800 536 24,482 25,017 25,017 Transaction costs related to Cellectis’ capital increase ( 1,455 ) - ( 1,455 ) ( 1,455 ) Operation between shareholders 342 342 ( 342 ) - Loss of control over Calyxt - - ( 4,440 ) ( 4,440 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,030 ) ( 12 ) ( 8,042 ) - ( 8,042 ) Non-cash stock-based compensation expense 4,053 - 4,053 852 4,905 Other movements ( 133,976 ) 133,824 ( 152 ) ( 105 ) ( 257 ) As of June 30, 2023 55,583,768 3,491 476,224 ( 37,050 ) ( 305,392 ) ( 40,715 ) 96,558 0 96,558 As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 41,781 ) ( 41,781 ) ( 7,384 ) ( 49,165 ) Other comprehensive income (loss) ( 439 ) ( 32 ) - ( 471 ) 1,468 997 Total comprehensive income (loss) ( 439 ) ( 32 ) ( 41,781 ) ( 42,252 ) ( 5,916 ) ( 48,168 ) Allocation of prior period loss ( 106,139 ) 106,139 - - Capital increase of Cellectis 9,907,800 536 24,482 25,017 25,017 Transaction costs related to Cellectis’ capital increase ( 1,455 ) - ( 1,455 ) ( 1,455 ) Operation between shareholders 342 342 ( 342 ) - Loss of control over Calyxt - - ( 3,625 ) ( 3,625 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,007 ) ( 12 ) ( 8,019 ) - ( 8,019 ) Non-cash stock-based compensation expense 5,119 - 5,119 2,006 7,125 Other movements ( 133,976 ) 133,814 ( 163 ) ( 95 ) ( 257 ) As of June 30, 2023 55,583,768 3,491 477,291 ( 37,050 ) ( 305,392 ) ( 41,781 ) 96,558 0 96,558 For the nine-month periods ended September 30, 202 3 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) As of September 30, 2023 Adjustments As of September 30, 2023 $ in thousands ASSETS Total non-current assets 113,205 113,205 Total current assets 96,494 96,494 Total assets held for sale TOTAL ASSETS 209,700 209,700 LIABILITIES Shareholders’ equity Share capital 3,492 3,492 Premiums related to the share capital 473,325 1,066 474,391 Currency translation adjustment ( 37,505 ) ( 37,505 ) Retained earnings ( 304,994 ) ( 304,994 ) Net income (loss) ( 58,197 ) ( 1,066 ) ( 59,264 ) Total shareholders’ equity - Group Share 76,123 76,123 Non-controlling interests Total shareholders’ equity 76,123 76,123 Total non-current liabilities 89,625 89,625 Total current liabilities 43,953 43,953 Total liabilities related to asset held for sale TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 209,700 209,700 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the nine-month period ended September 30, 2023 Adjustments For the nine-month period ended September 30, 2023 $ in thousands Total revenues and other income 7,203 7,203 Total operating expenses ( 74,926 ) ( 74,926 ) Operating income (loss) ( 67,723 ) ( 67,723 ) Financial income 37,960 ( 21,827 ) 16,133 Financial expenses ( 23,085 ) ( 23,085 ) Net Financial gain (loss) 14,875 ( 21,827 ) ( 6,952 ) Income tax ( 365 ) ( 365 ) Income (loss) from continuing operations ( 53,213 ) ( 21,827 ) ( 75,040 ) Income (loss) from discontinued operations ( 10,377 ) 18,769 8,392 Net income (loss) ( 63,590 ) ( 3,058 ) ( 66,648 ) Attributable to shareholders of Cellectis ( 58,197 ) ( 1,066 ) ( 59,264 ) Attributable to non-controlling interests ( 5,393 ) ( 1,991 ) ( 7,384 ) Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) ( 1.07 ) ( 0.02 ) ( 1.09 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.09 ) 0.38 0.29 INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) For the nine-month period ended September 30, 2023 Adjustments For the nine-month period ended September 30, 2023 $ in thousands Net income (loss) ( 63,590 ) ( 3,058 ) ( 66,648 ) Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations 55 55 Currency translation adjustment 1,620 ( 18 ) 1,602 Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations 1,620 ( 18 ) 1,602 Other comprehensive income (loss) from discontinued operations ( 1,012 ) 18 ( 994 ) Total Comprehensive income (loss) ( 62,927 ) ( 3,058 ) ( 65,985 ) Attributable to shareholders of Cellectis ( 59,002 ) ( 1,084 ) ( 60,086 ) Attributable to non-controlling interests ( 3,925 ) ( 1,974 ) ( 5,899 ) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) Share Capital Equity Number of shares Amount Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income attributable to shareholders of Cellectis Non controlling interests Total As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 58,197 ) ( 58,197 ) ( 5,393 ) ( 63,590 ) Other comprehensive income (loss) ( 859 ) 55 ( 805 ) 1,468 663 Total comprehensive income (loss) ( 859 ) 55 ( 58,197 ) ( 59,002 ) ( 3,925 ) ( 62,927 ) Allocation of prior period loss ( 106,139 ) 106,139 Capital increase of Cellectis 9,907,800 537 24,536 25,073 25,073 Transaction costs related to Cellectis’ capital increase ( 1,459 ) ( 1,459 ) ( 1,459 ) Operation between shareholders 343 343 ( 343 ) Loss of control over Calyxt ( 4,440 ) ( 4,440 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,041 ) ( 19 ) ( 8,060 ) ( 8,060 ) Non-cash stock-based compensation expense 1,400 1,400 852 2,252 Other movements ( 134,273 ) 134,131 ( 142 ) ( 117 ) ( 259 ) As of September 30, 2023 55,583,768 3,492 473,325 ( 37,505 ) ( 304,994 ) ( 58,197 ) 76,121 ( 0 ) 76,123 As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 59,264 ) ( 59,264 ) ( 7,384 ) ( 66,648 ) Other comprehensive income (loss) ( 877 ) 55 - ( 822 ) 1,485 663 Total comprehensive income (loss) ( 877 ) 55 ( 59,264 ) ( 60,086 ) ( 5,899 ) ( 65,985 ) Allocation of prior period loss ( 106,139 ) 106,139 Capital increase of Cellectis 9,907,800 537 24,536 25,073 25,073 Transaction costs related to Cellectis’ capital increase ( 1,459 ) ( 1,459 ) ( 1,459 ) Operation between shareholders 343 343 ( 343 ) Loss of control over Calyxt ( 3,625 ) ( 3,625 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,024 ) ( 12 ) ( 8,036 ) - ( 8,036 ) Non-cash stock-based compensation expense 2,466 - 2,466 2,006 4,472 Other movements ( 134,273 ) 134,125 ( 148 ) ( 111 ) ( 259 ) As of September 30, 2023 55,583,768 3,492 474,391 ( 37,505 ) ( 304,994 ) ( 59,264 ) 76,121 0 76,123 Non-controlling interests Non-controlling shareholders held a 50.9 % interest in Calyxt as of December 31, 2022 and a 52.0 % interest in Calyxt as of May 31, 2023. These non-controlling interests were generated during the initial public offering of Calyxt, subsequent follow-on offerings and Calyxt’s at-the-market (ATM) offering program, as well as through vesting and exercises of equity awards. Effective June 1, 2023, there are no longer non-controlling interests as the Group holds a 100 % interest in all consolidated entities. |
Information concerning the Grou
Information concerning the Group's Consolidated Operations | 12 Months Ended |
Dec. 31, 2023 | |
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Information concerning the Group's Consolidated Operations | Note 4. Information concerning the Group’s Consolidated Operations 4.1 Revenues and other income Accounting policies Collaboration agreements and licenses Under IFRS 15, “Revenue from contracts with customers”, revenue is recognized when Cellectis satisfies a performance obligation by transferring a distinct good or service (or a distinct bundle of goods and/or services) to a customer, i.e. when the customer obtains control of these goods or services. We have entered into certain research and development collaboration agreements that consist of the licensing of rights to technology, research and development programs, research and development cost reimbursements and royalties. We have analyzed the agreements to identify the separate performance obligations. These collaboration agreements may generate cash flows through non-refundable upfront payments related to the licensing of rights to technology and research and development programs, milestone payments research and development cost reimbursements and royalties. Licensing of rights to technology pursuant to non-cancelable, non-refundable fixed and upfront fee arrangements are recognized when such technology is delivered to the co- contracting party and our exclusive rights to access the technology have stopped. Up-front payments for research and development programs are deferred as a contract liability and recognized when the performance obligation is satisfied, as the customer receives the benefits of the services. When a specific research and development program is put on hold, as agreed by our customer as part of a joint executive committee decision, the revenue recognition continues to be deferred until research and development efforts resume. If the joint decision is to abandon the project, deferred revenue is fully recognized. Research and development costs reimbursements are recognized on a time and material basis over the length of the specific research and development project. Milestone payments represent variable consideration, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. Such payments are considered variable consideration. We recognize milestone payments when it is highly probable that any revenue recognized will not be subsequently reversed. This includes consideration of whether the performance obligation is achieved and may be when the triggering event has occurred, depending on the nature of the triggering event, there are no further contingencies or services to be provided with respect to that event, and the co-contracting party has no right to require refund of payment. The triggering event may be scientific results achieved by us or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement. Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting parties under our license arrangements. As we have no products approved for sale, we have not received any royalty revenue from commercial sales to date. Royalty revenues, if earned, will be recognized at the later of when (1) the subsequent sale or usage occurs; and (2) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied. In addition, we license our technology to other third parties and revenues are recognized ratably over the period of the license agreements. Sales of products and services Revenues on sales of products are recognized at the point in time once the control over the delivered products is transferred to the customer, which is based on shipping terms. Sales include shipping and handling charges if billed to the customer and are reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product and prompt pay discounts. Sales, use, value-added and other excise taxes are not recognized in revenue. Our sales of product are related to our electroporation solution sent to one of our partners for the use of a specific machine. We also offer research services, which revenue is recognized over time, as the customer receives the benefits of the services. Research Tax Credit The main Research Tax Credit from which we benefit is the Crédit d’Impôt Recherche, or “CIR”, which is granted to entities by the French tax authorities in order to encourage them to conduct technical and scientific research. Entities that demonstrate that their research expenditures meet the required CIR criteria receive a tax credit. As a general principle, such R&D tax credit can be offset against the corporate income tax (“CIT”) due on the profits of the financial year during which the expenses have been incurred and the following three years; any unused portion of the credit is then refunded by the French treasury (except for specific cases like e.g. if the Company can be qualified as small and medium-sized enterprises in France (the “PME”)). Indeed, if a company meets certain criteria in terms of sales, headcount or assets to be considered a small/middle size company, such company can request immediate refund of the remaining tax credit, without application of the three-year period. As from January 2022, Cellectis S.A. no longer meets such criteria. We apply for CIR for research expenditures incurred in each fiscal year and recognize the amount claimed in the line item “Other income” in the same fiscal year. Research tax credit is subject to audit of tax authorities. When tax authorities’ payment related to CIR is late, default interests are applied and are recognized in “other income”. Details of revenues and other income Revenues by country of origin and other income For the year ended December 31, 2021 2022 2023 $ in thousands From France 30,347 19,171 755 From USA - - - Revenues 30,347 19,171 755 Research tax credit 8,239 6,546 6,582 Subsidies and other 11 7 1,856 Other income 8,250 6,553 8,438 Total revenues and other income 38,597 25,725 9,193 Revenues by nature For the year ended December 31, 2021 2022 2023 $ in thousands Other revenues from collaboration agreements 29,971 18,230 - Collaboration agreements 29,971 18,230 - Licenses 250 686 605 Products & services 125 255 150 Total revenues 30,347 19,171 755 The decrease of revenues from France between the year ended December 31, 2022 and 2023 mainly reflects (i) the recognition of a $ 15.8 million milestone from Servier in connection with the first patient dosed in the Allogene ALPHA2 Study in 2022, (ii) the recognition of two milestones in connection with Target B2M and Target TGFERII under Cellectis’ agreement with Cytovia for an aggregate of $ 1.5 million in 2022 and (iii) the recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term) in 2022, w hile recognition of revenues for the year ended December 31, 2023 is mainly related to Iovance research collaboration and exclusive license agreement. The increase in other income of $ 1.9 million between the year ended December 31, 2022 and 2023 reflects the recognition of a $ 1.7 million income related to the first two milestones of the grant and refundable advance agreement signed with Bpifrance (“BPI”) to partially support a R&D program related to Cellectis’ UCART 20x22. Pursuant to the grant and refundable advance agreement with BPI, we received $ 0.9 million as a first installment of the refundable advance on June 19, 2023 and $ 1.9 million as a second installment of the refundable advance on October 6, 2023. The refundable advance from BPI can be analyzed as a government loan as defined by IAS 20. Because this loan bears a lower-than-market interest rate, we measure for each installment the fair value of the loan using a market interest rate and recognize the difference with the cash received as a grant. Based on a market rate of 16.1 % for the first installment and 15.2 % for the second installment, determined using the credit spread observed for loans contracted by Cellectis over a comparable term, we measured the fair value of the loan at $ 1.4 million, resulting in a grant of $ 1.4 million. During the year, we also received $ 0.3 million corresponding to the first two instalments of the grant portion of the agreement. As the subsidized expenses have been incurred and the contractual conditions for obtaining the subsidy have been met, the fair-valued grant of $ 1.4 million and the $ 0.3 million of contractual grant have been recognized in Other income for a total $ 1.7 million. For the year ended December 31, 2021, other revenues from collaboration agreements include the recognition point in time of $ 20.0 million of upfront amounts related to the grant of a right-of-use license as part of the agreement signed between Cellectis and Cytovia Therapeutics Inc. on February 12, 2021 and the recognition of two milestones related to Cellectis’ agreement with Allogene Therapeutics Inc. for $ 10.0 million. The agreement with Cytovia provides for several types of financial compensation to Cellectis, including cash compensation of $ 20 million, as well as cash milestones payments, cash upfront payment upon delivery of products and single-digit royalties. However, on November 30, 2023, we notified Cytovia of the termination of the Cytovia Agreement with immediate effect and we therefore do not expect to receive any further revenue or financial compensation under the Cytovia Agreement. For the years ended December 31, 2023, 2022 and 2021, revenues related to licenses includes royalties received under our various license agreements. For the years ended December 31, 2023, 2022 and 2021, one client represents more than 10% of the total revenue respectively Client A with 57 % , Client A with 82 %, Client A with 45 %, Client B with 35 % and Client C with 18 %. On October 2023, Cellectis officially entered into a litigation procedure with a third party with the validation of an Arbitral Tribunal by the Paris Mediation and Arbitration Center. Cellectis' management, concurrent with its legal counsels, consider there is no possible contingent liability nor probable contingent asset at the date of the report. 4.2 Operating expenses Accounting policies Royalty expenses correspond to costs from license agreements that we entered into to obtain access to technology that we use in our product development efforts. Depending on the contractual provisions, expenses are based either on a percentage of revenue generated by using the patents based on fixed annual royalties or conditioned by milestones. Research and development expenses include employee-related costs, laboratory consumables, materials supplies and facility costs, as well as fees paid to non-employees and entities to conduct research and development activities on our behalf. They also include expenses associated with obtaining patents. The costs associated with manufacturing of product candidates are recorded depending on the use of the material. If products are not intended to be used in clinical studies, we recognize the expense when the product is delivered. If they are intended to be used for clinical studies, the expense is recognized when the certificate of compliance is obtained. Selling, general and administrative expenses consist primarily of employee-related expenses for executive, business development, intellectual property, finance, legal and human resource functions. Administrative expenses also include facility-related costs and service fees, other professional services, recruiting fees and expenses associated with maintaining patents. We classify a portion of personnel and other costs related to information technology, human resources, business development, legal, intellectual property and general management in research and development expenses based on the time that each employee or person spent contributing to research and development activities versus sales, general and administrative activities. Details of operating expenses by nature For the year ended December 31, Cost of revenue 2022 2023 Cost of goods sold 0 - Royalty expenses ( 1,772 ) ( 737 ) Cost of revenue ( 1,772 ) ( 737 ) For the year ended December 31, Research and development expenses 2022 2023 Wages and salaries ( 38,523 ) ( 32,936 ) Social charges on stock option grants 10 ( 270 ) Non-cash stock-based compensation expense ( 4,098 ) ( 3,952 ) Personnel expenses ( 42,610 ) ( 37,158 ) Purchases and external expenses ( 37,736 ) ( 32,996 ) Other ( 17,154 ) ( 17,492 ) Total research and development expenses ( 97,501 ) ( 87,646 ) For the year ended December 31, Selling, general and administrative expenses 2022 2023 Wages and salaries ( 5,686 ) ( 5,994 ) Social charges on stock option grants ( 43 ) ( 106 ) Non-cash stock-based compensation expense ( 1,945 ) ( 1,281 ) Personnel expenses ( 7,674 ) ( 7,381 ) Purchases and external expenses ( 6,712 ) ( 6,682 ) Other ( 3,108 ) ( 2,749 ) Total selling, general and administrative expenses ( 17,494 ) ( 16,812 ) For the year ended December 31, Personnel expenses 2022 2023 Wages and salaries ( 44,209 ) ( 38,930 ) Social charges on stock option grants ( 33 ) ( 376 ) Non-cash stock-based compensation expense ( 6,043 ) ( 5,233 ) Total personnel expenses ( 50,285 ) ( 44,539 ) For the year ended December 31, 2022 2023 Other operating income (expenses) 1,377 ( 1,300 ) The decrease in total operating expenses of 8.9 million from the year ended December 31, 2023 to the year ended December 31, 2022 resulted primarily from (i) a decrease of $ 4.8 million in purchases, external expenses and other, due to continuing internalization of manufacturing and quality control activities, (ii) a decrease of $ 5.3 million in wages due to headcount reduction, (iii) a decrease of $ 0.8 million in non-cash stock based compensation expense related to the non-achievement of performance targets on one plan and, (iv) a decrease of $ 1.0 million in cost of revenues due to the diminution of milestones recognized over the period, partially offset by a (i) an increase of other operating expenses of $ 2.7 million due to the recognition of costs related to a commercial litigation for $ 0.5 million and the unfavorable outcome of the litigation with the French administration which led to the reimbursement of $ 0.7 m of research tax credit and the provision for risk of $ 0.5 million related to 20 15 and 2016 research tax credit and the favorable outcome of a claim with the French social tax authorities regarding tax on stock options for $ 1.0 million that was a one-off recognized in 2022 (ii) a $ 0.3 million increase in social charges on stock option grants expenses due to additional departures in 2022. 4.3 Financial income and expenses Accounting policies Financial income and financial expense include, in particular, the following: • Interest income from savings accounts and fixed term bank deposits; • Interest expense from leases; • Foreign exchange gain (loss) from transactions in foreign currencies; and • Fair value adjustments related to our financial assets and derivative instruments measured at fair value through profit and loss • Gain or loss on deconsolidation of subsidiary Details of financial income and expenses For the year ended December 31, Financial income and expenses 2021 2022 2023 Income from cash, cash equivalents and financial assets 719 1,120 3,614 Foreign exchange gains 11,860 7,541 17,618 Gain on fair value measurement 245 Other financial income 638 219 2 Financial income 13,218 8,880 21,479 Interest on financial liabilities ( 368 ) ( 371 ) ( 2,246 ) Foreign exchange losses ( 2,119 ) ( 1,481 ) ( 13,402 ) Loss on fair value measurement ( 20,813 ) Interest on lease liabilities ( 3,803 ) ( 3,416 ) ( 3,061 ) Other financial expenses ( 197 ) ( 12,546 ) ( 1,121 ) Financial expenses ( 6,486 ) ( 17,815 ) ( 40,642 ) Net financial gain (loss) 6,731 ( 8,935 ) ( 19,163 ) The increase in financial income of $ 12,6 million between the year period ended December 31, 2022 and 2023 is mainly attributable to an increase in gain from our financial investments of $ 2.5 million and a $ 0.2 million gain on money market funds fair value measurement, an increase in the foreign exchange gain of $ 10.1 million (from a $ 7.5 million gain in 2022 to a $ 17.6 million gain in 2023, of which $ 8.0 million are reclassified from other comprehensive income pursuant to Calyxt’s deconsolidation). The increase in financial expenses of $ 22.8 million between the years ended December 31, 2022 and 2023 is mainly attributable to the loss in fair value on our retained investment in Cibus since Calyxt's deconsolidation for $ 5.9 million, the $ 5.7 million loss in fair value of the derivative instrument on the Subsequent Investment Agreement with AstraZeneca (see following paragraph), a $ 11.9 million increase in foreign exchange loss (from a $ 1.5 million loss in 2022 to a $ 13.4 million loss in 2023), a $ 2.4 million loss on change in fair value of the EIB warrants, an interest expense on EIB loan of $ 1.5 million, and a BPI research tax credit prefinancing interest expense of $ 0.4 million, partially offset by a $ 4.4 million decrease in the financial loss related to Cytovia's receivable ($ 7.8 million loss in 2023 compared with a $ 12.1 million loss in 2022) and a $ 0.4 million decrease of interest expense on lease liabilities. Cellectis signed the Subsequent Investm ent Agreement on November 14, 2023, for an additional equity investment of $ 140 million by AstraZeneca Holdings. The Subsequent Investment Agreement contains as a derivative instrument that has been recognized according to the principles of IFRS 9 (see Note 2.6 to our consolidated financial statements). The derivative is initially recognized at its fair value and measured subsequently at fair value through profit or l oss. The derivative fair value is $ 48.4 million at initial recognition on November 14, 2023, and is $ 42.7 million as of December 31, 2023, resulting in a $ 5.7 million loss in fair value recognized in profit and loss over the period. The decrease in financial income of $ 4.3 million between the year period ended December 31, 2021 and 2022 was mainly attributable to a decrease of the foreign exchange gain for $ 4.3 million (from a $ 11.9 million gain in 2021 to a $ 7.5 million gain in 2022). The increase in financial expenses of $ 11.3 million between the year ended December 31, 2021 and 2022 was mainly attributable to Cytovia’s convertible note change in fair value of $( 12.1 ) million, partially offset by a $ 0.6 million decrease in foreign exchange loss (from a $ 2.1 million loss in 2021 to a $ 1.5 million loss in 2022) and a $ 0.4 million decrease in lease debt interest expenses. 4.4 Income tax Accounting policies Income tax (expense or income) comprises current tax expense (income) and deferred tax expense (income). Deferred taxes are recognized for all the temporary differences arising from the difference between the tax basis and the accounting basis of assets and liabilities. Tax losses that can be carried forward or backward may also be recognized as deferred tax assets. Tax rates that have been enacted as of the closing date are utilized to determine deferred tax. Deferred tax assets are recognized only to the extent that it is likely that future profits will be sufficient to recover them. Deferred tax assets and deferred tax liabilities are offset in the statements of financial position to the extent criteria of IAS 12.74 are met. Tax proof For the year ended December 31, 2021 2022 2023 $ in thousands Income (loss) before taxes from continuing operations ( 96,749 ) ( 98,601 ) ( 116,464 ) Theoretical group tax rate (1) 24.38 % 25.16 % 25.12 % Theoretical tax benefit (expense) 23,584 24,804 29,259 Increase/decrease in tax benefit arising from: Permanent differences ( 1,228 ) ( 162 ) 736 Research tax credit 4,284 4,852 1,645 Share-based compensation & other IFRS adjustments ( 3,596 ) ( 987 ) ( 1,134 ) Non recognition of deferred tax assets related to tax losses and temporary differences ( 22,997 ) ( 28,557 ) ( 30,876 ) Other differences (2) ( 47 ) ( 38 ) - Effective tax expense - ( 87 ) ( 371 ) Effective tax rate 0.00 % 0.09 % 0.32 % (1) The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25 % for France and 21 % for the United States, weighted by the pre-tax income from each country. (2) Primarily relates to intercompany transactions between discontinued and continuing operations. Deferred tax assets and liabilities For the year ended December 31, 2021 2022 2023 $ in thousands Credits and net operating loss carryforwards 157,823 124,263 155,673 Capitalization of R&D expenses under SEC 174 rule - 2,792 4,092 Pension commitments 1,018 597 550 Leases liabilities 17,660 12,698 11,478 Revaluations of financial assets - - 15,830 Deferred tax assets from other deductible differences 1,728 1,452 772 Non-recognition of deferred tax assets ( 155,982 ) ( 128,448 ) ( 177,001 ) Deferred tax assets 22,247 13,354 11,392 - Accelerated depreciation of assets for tax purposes ( 1,286 ) ( 740 ) Right-of-use assets and other leases-related effects ( 16,547 ) ( 11,923 ) ( 10,401 ) Deferred tax liabilities from other taxable differences ( 5,700 ) ( 145 ) ( 410 ) Deferred tax liabilities ( 22,247 ) ( 13,354 ) ( 11,550 ) - Net deferred tax assets/(liabilities) - - ( 158 ) For the year ended December 31, Reflected in the statement of financial position as follows: 2021 2022 2023 $ in thousands Deferred tax assets - - - Deferred tax liabilities - - ( 158 ) Net deferred tax assets/(liabilities) - - ( 158 ) (1) Other deferred tax assets as of December 31, 2023 relate mainly to US R&D expenses capitalized under Internal Revenue Code section 174. We have cumulative tax loss carryforwards for the French entity of the Group totaling $ 590 million as of December 31, 2023, $ 453 million as of December 31, 2022 and $ 387 million as of December 31, 2021. Such carryforwards can be offset against future taxable profit within a limit of € 1.0 million per year, plus 50 % of the tax profit exceeding this limit. Remaining unused losses will continue to be carried forward indefinitely. The cumulative tax loss carryforwards for the U.S. entities of the Group, excluding Calyxt for all the periods, totaled $ 29.8 million as of December 31, 2023, $ 38.6 million as of December 31, 2022 and $ 57.7 million as of December 31, 2021. As of December 31, 2023, Cellectis, Inc. and Cellectis Biologics Inc. have $ 29.8 million of state operating loss carryforwards and no federal operating loss carryforwards. In addition to tax loss carryforwards, Cellectis, Inc. and Cellectis Biologics Inc. have federal R&D tax credits amounting to $ 6.2 million as of December 31, 2023, that can be offset against federal income tax liability. Such R&D tax credits expire from 2035 to 2042 and their use is subject to general business credit limitation. 4.5 Reportable segments Accounting policies Reportable segments are identified as components of the Group that have discrete financial information available for evaluation by the Chief Operating Decision Maker (“CODM”), for purposes of performance assessment and resource allocation. For the year-end period ended December 31, 2023, Cellectis’ CODM is composed of: • The Chief Executive Officer; • The Executive Vice President CMC and Manufacturing; • The Senior Vice President of US Manufacturing; • The Chief Scientific Officer; • The Chief Financial Officer • The General Counsel; • The Chief Business Officer; • The Chief Regulatory & Pharmaceutical Compliance Officer; • The Chief Medical Officer; and • The Chief Human Resources Officer. Until May 31, 2023, we viewed our operations and managed our business in two operating and reportable segments that are engaged in the following activities: • Therapeutics: This segment is focused on the development of (i) gene-edited allogeneic Chimeric Antigen Receptor T-cells product candidates (UCART) in the field of immuno-oncology (UCART) and (ii) gene-edited hematopoetic stem and progenitor cells (HSPC) product candidates in other therapeutic indications. These approaches are based on our core proprietary technologies. All these activities are supported by Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc. The operations of Cellectis S.A., the parent company, are presented entirely in the Therapeutics segment which also comprises research and development, management and support functions. • Plants: This segment focused on using Calyxt’s proprietary PlantSpring TM technology platform to engineer plant metabolism to produce innovative, high-value, and sustainable materials and products for use in helping customers meet their sustainability targets and financial goals. Calyxt contemplated delivering its diversified product offerings primarily through its proprietary BioFactory production system. This segments corresponds to the activity of Calyxt through May 31, 2023. Effective June 1, 2023, Calyxt is no longer consolidated and, as a result, no longer represents a segment of the Company from that date forward. Effective November 22, 2022, Calyxt met the requirements for presentation as a discontinued operations and, as a result, assets and liabilities are presented as held for sale and operating results are presented as discontinued operations through May 31, 2023, the date of deconsolidation. As from June 1, 2023 and the deconsolidation of Calyxt, we view our operations and manage our business in a single operating and reportable segment corresponding to the Therapeutics segment. |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
Discontinued operations | Note 5. Discontinued operations Accounting policies Non-current assets held for sale and disposal groups In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, non-current assets (including property, plant and equipment and intangible assets) and disposal groups (a group of assets to be disposed of) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction and when the following conditions are met: i) management is committed to a plan to sell; ii) the asset or disposal group is available for immediate sale; iii) an active program to locate a buyer is initiated; iv) the sale is highly probably, within 12 months of classification as held for sale; v) the asset or disposal group is being actively marketed for sale at a sales price reasonable in relation to its fair value; and vi) actions required to complete the plan indicate that it is unlikely that plan will be significantly changed or withdrawn. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, as appropriate. Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale. Non-current assets and related liabilities classified as held for sale are presented separately and are considered as current items in the statement of consolidated financial position. Discontinued operations The Group classifies as discontinued operations a component of the Group that either has been disposed of, or is classified as held for sale, and i) represents a separate major line of business or geographical area of operations; ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or iii) is a subsidiary acquired exclusively with a view to resell. The components of profit or loss after taxes from discontinued operations and the post-tax gain or loss recognized on the measurement to fair value less costs to sell or on the disposal of the assets or disposal groups constituting the discontinued operation would be presented as a single line item in the statement of consolidated comprehensive income. Cash flows generated by the assets or disposal groups constituting the discontinued operation are presented as a single line item within each of the categories of cash flows in the statement of consolidated cash flows. Details of discontinued operations and disposal groups On November 23, 2022, Calyxt received a non-binding letter of intent from Cibus Global regarding a potential reverse merger with Calyxt (with Calyxt absorbing Cibus Global). On January 13, 2023, Calyxt, Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, Cibus Global and certain other parties, entered into the Merger Agreement with respect to the Merger. In connection with the Merger Agreement, Cellectis executed a voting agreement with Cibus Global to vote in favor of and approve all the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. On May 31, 2023, Calyxt consummated the Merger, and effective on June 1, 2023, the combined company operates under the name Cibus, Inc. Consequently, Cellectis S.A. owned 2.9 % of the equity interests of the merged combined company, resulting in a loss of control by the Group over Calyxt. Cellectis S.A. owned 479,264 shares out of Calyxt’s total outstanding shares of 997,745 shares immediately prior to the Merger (in each case, after giving effect to Calyxt’s 1-for-10 reverse stock split, which became effective on April 24, 2023, and Calyxt’s 1-for-5 reverse stock split, which became effective on May 31, 2023). Among other things, as part of the Merger, each share of Calyxt’s common stock existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A Common Stock, without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the Merger Agreement. The Group considers that Calyxt met the definition of a group of assets held for sale as the criteria defined by IFRS 5 were met on November 23, 2022 and until the loss of control and deconsolidation on May 31, 2023. In the present financial statements, Calyxt is therefore classified as a disposal group held for sale in December 31, 2022 and as a discontinued operation for the years ended December 2023, 2022 and 2021 and for the five-month period ended May 31, 2023. All tables referring to the year-end period ended December 31, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023, the date of deconsolidation. As prescribed by IFRS 5, Calyxt’s assets and liabilities are measured at the lower of their carrying amount and their fair value less costs to sell from November 23, 2022 and until derecognition on June 1, 2023. No gain or loss was recognized pursuant to this measurement. The results of Calyxt are as follows : For the year ended December 31, 2021 2022 2023 ** Revenues and other income 28,475 157 43 Operating expenses ( 55,671 ) ( 21,342 ) ( 10,944 ) Operating income (loss) ( 27,196 ) ( 21,186 ) ( 10,901 ) Net Financial gain (loss) ( 1,162 ) 5,840 ( 3,307 ) Profit from deconsolidation 22,600 Net income (loss) from discontinued operations and gain on deconsolidation ( 28,358 ) ( 15,345 ) 8,392 ** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation The earning per share attributable to Calyxt is as follows :17 For the year ended December 31, 2021 2022 2023 ** Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.39 ) ( 0.16 ) 0.28 ** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation The net cash flows incurred by Calyxt are as follows: For the year ended December 31, 2021 2022 2023 ** Net cash flows provided by (used in) operating activities of discontinued operations ( 16,746 ) ( 18,601 ) ( 3,644 ) Net cash flows provided by (used in) investing activities of discontinued operations 10,979 ( 446 ) 79 Net cash flows provided by (used in) financing activities of discontinued operations 2,294 8,650 1,781 (Decrease) increase in cash and cash equivalents ( 3,473 ) ( 10,396 ) ( 1,784 ) ** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation The major classes of assets and liabilities of Calyxt classified as held for sale are as follows: As of December 31, As of May 31, As of December 31, 2022 2023 2023 Intangible assets 697 697 - Property, plant, and equipment 4,110 4,118 - Right-of-use assets 13,263 13,139 - Other non-current assets - - - Other current assets 272 119 - Cash and cash equivalents 3,427 1,642 - Total assets held for sale 21,768 19,714 - Non-current lease debts 13,387 13,140 - Other non-current liabilities - - - Current financial liabilities 267 5,647 - Current lease debts 463 406 - Trade payables 747 4,097 - Other current liabilities - 301 - Total liabilities related to assets held for sale 14,864 23,592 - Net assets held for sale 6,903 ( 3,878 ) - |
Impairment tests
Impairment tests | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Impairment tests | Note 6. Impairment tests Accounting policy Amortizable intangible assets, depreciable tangible assets and right-of-use are tested for impairment when there is an indicator of impairment. Impairment tests involve comparing the carrying amount of cash-generating units with their recoverable amount. The recoverable amount of an asset is the higher of (i) its fair value less costs to sell and (ii) its value in use. If the recoverable amount of any asset is below its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Results of impairment test No indicator of impairment has been identified for any amortizable intangible assets, depreciable tangible assets or right-of-use assets in either of the CGUs for the years ended December 31, 2023 or 2022. 0.5 m recognized against the right-of-use asset for the year ended December 31, 2023, recorded as depreciation expense of the period. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Intangible assets | Note 7. Intangible assets Accounting policy Capitalization of development expenses In accordance with IAS 38 Intangible Assets, development expenses are recorded as intangible assets only if all the following criteria are met: • technical feasibility necessary for the completion of the development project; • intention on our part to complete the project and to utilize it; • capacity to utilize the intangible asset; • proof of the probability of future economic benefits associated with the asset; • availability of the technical, financial, and other resources for completing the project; and • reliable evaluation of the development expenses. Other intangible assets The other intangible assets we acquired with definite useful lives are recognized at cost less accumulated amortization and impairment. Amortization expense is recorded on a straight-line basis over the estimated useful lives of the intangible assets, in the line Research and Development expenses or Selling, general and administrative expenses of the Statement of Consolidated Operations, depending on the use of the related asset. The estimated useful lives are as follows: • Software: from 1 year to 3 years ; • Patents: amortized from acquisition until legal protection expires, maximum of 20 years . Cloud computing arrangements On April 27, 2021, the IFRS Interpretations Committee (IC) issued a decision regarding the appropriate accounting treatment under IFRS Standards for fees paid to cloud services providers and related implementation costs which intends to clarify the accounting classification of these costs. Such costs, depending on their nature, may be either recognized as an intangible asset or recorded in operating expenses as incurred. The application of the IFRIC decision is considered as a change in accounting policy. Under IAS 8, the retrospective approach should be applied. However, the Company assessed the impact on its financial statements and decided not to restate its financial statements for 2020, given that the impact of the IFRIC decision application was not material. For 2021, the application of the decision led to recording an impact of $ 2.0 million in operating expenses in the consolidated statement of operations, corresponding to the impact of the Company’s new ERP implementation costs incurred over the period. For 2022, the application of the decision led to recording an impact of $ 1.0 million in operating expenses in the consolidated statement of operations, corresponding to the impact of the Company’s new ERP implementation costs incurred over the period. For 2023, the Company did no t incur ERP implementation costs. Details of intangible assets Software and Patents Assets under construction Total $ in thousands Net book value as of January 1, 2021 889 695 1,584 Additions - 956 956 Disposal ( 310 ) - ( 310 ) Reclassification 956 ( 956 ) - Depreciation & impairment expense ( 304 ) - ( 304 ) Translation adjustments ( 19 ) ( 54 ) ( 72 ) Net book value as of December 31, 2021 1,212 641 1,854 Gross value at end of period 3,437 641 4,078 Accumulated depreciation and impairment at end of period ( 2,225 ) - ( 2,225 ) Net book value as of January 1, 2022 1,212 641 1,854 Additions 8 - 8 Reclassification 92 - 92 Depreciation & impairment expense ( 492 ) - ( 492 ) Translation adjustments ( 10 ) ( 37 ) ( 47 ) Reclassification to assets held for sale ( 697 ) - ( 697 ) Net book value as of January 1, December 31, 2022 114 604 718 Gross value at end of period 2,357 604 2,961 Accumulated depreciation and impairment at end of period ( 2,192 ) - ( 2,192 ) Net book value as of January 1, 2023 114 604 718 Additions - - - Disposal - - - Depreciation & impairment expense ( 69 ) - ( 69 ) Translation adjustments 1 22 22 Net book value as of January 1, December 31, 2023 46 626 671 Gross value at end of period 2,352 626 2,978 Accumulated depreciation and impairment at end of period ( 2,306 ) - ( 2,306 ) Intangible assets mainly consist of electroporation technology patents acquired in 2011. Assets under construction primarily relates to the development of these patents. The 2021 additions in intangible assets under construction corresponds to software expenditures. Amounts reclassified corresponds to assets under construction put into service. |
Right-of-use assets
Right-of-use assets | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Right-of-use assets | Note 8 Right-of-use assets Accounting policy Lease contracts recognition Lease contracts, as defined by IFRS 16 “Leases”, are recorded in the statement of consolidated financial position, which leads to the recognition of: • an asset representing a right of use of the asset leased during the lease term of the contract “right-of-use”; and • a liability related to the payment obligation “lease debt”. Measurement of the right-of use asset At the commencement date, the right-of-use asset is measured at cost and comprises: • the amount of the initial measurement of the lease liability, to which is added, if applicable, any lease payments made at or before the commencement date, less any lease incentives received; • where relevant, any initial direct costs incurred by the lessee for the conclusion of the contract. These are incremental costs which would not have been incurred if the contract had not been concluded; and • estimated costs for restoration of the leased asset according to the terms of the contract. Following the initial recognition, the right-of-use asset must be depreciated over the useful life of the underlying assets as lease term for the rental component. Measurement of the lease liability At the commencement date, the lease liability is recognized for an amount equal to the present value of the lease payments over the lease term. Amounts involved in the measurement of the lease liability are: • fixed payments (including in-substance fixed payments meaning that even if they are variable in form, they are in-substance unavoidable); • variable lease payments that depend on an index or a rate, initially measured using the index or the rate in force at the lease commencement date; amounts expected to be payable by the lessee under residual value guarantees; and • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently measured based on a process similar to the amortized cost method using the discount rate: • the liability is increased by the accrued interests resulting from the discounting of the lease liability, at the beginning of the lease period; and • payments made are deducted. The interest cost for the period as well as variable payments, not taken into account in the initial measurement of the lease liability and incurred over the relevant period are recognized as costs. In addition, the lease liability may be remeasured in the following situations: • the occurrence of a change in the lease term or a modification related to the assessment of the reasonably certain nature (or not) of the exercise of an option, • a remeasurement linked to residual value guarantees, • the occurrence of an adjustment to the rates and indices according to which the rents are calculated when rent adjustments occur. Main contracts applicable Based on its analysis, the Group has identified lease contracts according to the standard concerning office buildings, laboratories, production facilities and storage facilities. For purposes of IFRS 16, the lease term reflects the Group’s reasonable expectation of the period during which the underlying asset will be used. The discount rate used to calculate the lease debt is determined, for each portfolio of assets, according to the incremental borrowing rate at the contract date. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The rental charges relating to short terms and low value lease remains classified as leases expenses in operating expenses and are immaterial. Details of Right-of-use assets IFRS 16 “Leases” was applicable for annual periods beginning on or after January 1, 2019. The consequence of the application of this standard is to recognize a right of use and lease liability on the balance sheet. The breakdown of right-of-use assets is as follows: Building lease Office and laboratory equipment Total $ in thousands Net book value as of January 1, 2021 62,424 11,421 73,845 Additions ( 139 ) 6,336 6,197 Depreciation & impairment expense ( 5,721 ) ( 3,300 ) ( 9,021 ) Translation adjustments ( 1,367 ) ( 231 ) ( 1,598 ) Net book value as of December 31, 2021 55,197 14,226 69,423 Gross value at end of period 69,782 19,696 89,478 Accumulated depreciation and impairment at end of period ( 14,586 ) ( 5,470 ) ( 20,056 ) Net book value as of January 1, 2022 55,197 14,226 69,423 Additions 396 310 706 Disposal ( 2,988 ) ( 459 ) ( 3,447 ) Depreciation & impairment expense ( 4,766 ) ( 3,280 ) ( 8,046 ) Translation adjustments ( 915 ) ( 183 ) ( 1,099 ) Reclassification to assets held for sale ( 13,257 ) ( 6 ) ( 13,263 ) Net book value as of December 31, 2022 33,666 10,608 44,275 Gross value at end of period 49,421 17,742 67,163 Accumulated depreciation and impairment at end of period ( 15,755 ) ( 7,133 ) ( 22,889 ) Net book value as of January 1, 2023 33,666 10,608 44,275 Additions 1,678 98 1,776 Disposal ( 102 ) - ( 102 ) Depreciation & impairment expense ( 5,081 ) ( 3,318 ) ( 8,399 ) Translation adjustments 442 69 510 Net book value as of December 31, 2023 30,602 7,457 38,060 Gross value at end of period 51,863 18,022 69,885 Accumulated depreciation at end of period ( 21,261 ) ( 10,565 ) ( 31,825 ) Entity-wide disclosures: In 2023, approximately $ 14 million of our right-of-use assets related to France, while approximate ly $ 24 million related to the United States. In 2022, approximately $ 15 million of our right-of-use assets related to France, while approximately $ 29 million rel ated to the United States. In 2021, approximately $ 18 million of our right-of-use assets relate to France, while approximately $ 51 million relate to the United States. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2023 | |
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Property, plant and equipment | Note 9. Property, plant and equipment Accounting policy Property, plant and equipment are recognized at acquisition cost less accumulated depreciation and any impairment losses. Acquisition costs include expenditures that are directly attributable to the acquisition of the asset and costs to ready it for use. Depreciation is expensed on a straight-line basis over the estimated useful lives of the assets. If components of property, plant and equipment have different useful lives, they are accounted for separately. The estimated useful lives are as follows: Buildings and other outside improvements 10 - 20 years Leasehold improvements 5 - 10 years Office furniture 10 years Laboratory equipment 3 - 10 years Office equipment 5 years IT equipment 3 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate. Any gain or loss on disposal of an item of property, plants and equipment is determined by comparing the proceeds from disposal with the carrying amount of the item. The net amount is recognized in the statement of consolidated operations under the line item “Other operating income and expenses.” Before IFRS 16 adoption as of January 1, 2019, payments made under operating leases were expensed on a straight-line basis over the term of the lease. Lease incentives received were recognized as an integral part of the total lease expense, over the term of the lease. If, according to the terms of a lease, it appeared that substantially all the risks and rewards incidental to ownership were transferred from the lessor to the lessee, the associated leased assets were initially recognized as an asset at the lower of their fair value and the present value of the minimum lease payments and subsequently depreciated or impaired, as necessary. Finance lease assets were transferred to Right-of-use assets upon adoption. The associated financial obligations were reported in the line item “non-current financial debt” and “current financial debt.” Such amounts were reclassified to lease debts on the date of adoption. Details of property, plant and equipment Lands and Buildings Technical equipment Fixtures, fittings and other equipment Assets under construction Total $ in thousands Net book value as of January 1, 2021 16,765 4,436 3,171 47,301 71,673 Additions 2,956 5,352 1,339 6,035 15,682 Disposal - - - ( 2 ) ( 2 ) Reclassification ( 1,694 ) 52,577 ( 612 ) ( 50,208 ) 63 Depreciation & impairment expense ( 2,442 ) ( 4,065 ) ( 767 ) - ( 7,275 ) Translation adjustments ( 852 ) ( 228 ) ( 75 ) ( 141 ) ( 1,296 ) Net book value as of December 31, 2021 14,733 58,072 3,056 2,985 78,846 Gross value at end of period 22,426 75,511 5,043 2,985 105,965 Accumulated depreciation and impairment at end of period ( 7,693 ) ( 17,440 ) ( 1,987 ) ( 0 ) ( 27,119 ) Net book value as of January 1, 2022 14,733 58,072 3,056 2,985 78,846 Additions 56 311 364 2,113 2,844 Disposal ( 3 ) ( 193 ) ( 453 ) ( 1,057 ) ( 1,706 ) Reclassification ( 1,359 ) 4,211 28 ( 2,973 ) ( 93 ) Depreciation & impairment expense ( 1,944 ) ( 8,516 ) ( 711 ) 0 ( 11,171 ) Translation adjustments ( 646 ) ( 220 ) ( 7 ) ( 116 ) ( 989 ) Reclassification to assets held for sale ( 1,517 ) ( 2,593 ) - - ( 4,110 ) Net book value as of December 31, 2022 9,321 51,072 2,277 952 63,621 Gross value at end of period 17,742 72,847 4,914 952 96,454 Accumulated depreciation and impairment at end of period ( 8,421 ) ( 21,775 ) ( 2,637 ) - ( 32,832 ) Net book value as of January 1, 2023 9,321 51,072 2,277 952 63,621 Additions - 60 19 993 1,071 Disposal ( 173 ) ( 153 ) ( 1 ) ( 64 ) ( 391 ) Reclassification 332 258 3 ( 593 ) - Depreciation & impairment expense ( 1,911 ) ( 7,191 ) ( 963 ) - ( 10,064 ) Translation adjustments 298 85 20 40 443 Net book value as of December 31, 2023 7,868 44,131 1,354 1,328 54,681 Gross value at end of period 18,544 73,483 4,973 1,271 98,270 Accumulated depreciation and impairment at end of period ( 10,676 ) ( 29,351 ) ( 3,619 ) 57 ( 43,589 ) For the year ended December 31, 2023, we continued our investments in research and development equipment in both the United States of America and France. Assets under construction as of December 31, 2023 primarily relates to Cellectis’ raw and starting materials manufacturing facility and offices in Paris ($ 1.0 million). The assets put into service in 2023 in technical equipment mainly concern Paris Buildings for $ 0.6 million. Entity-wide disclosures: In 2023, approximately $ 12 million of our PP&E related to France, while approximately $ 43 million related to the United States. In 2022, approximately $ 14 million of our PP&E related to France, while approximately $ 50 million related to the United States. In 2021, approximately $ 17 million of our PP&E relate to France, while approximately $ 62 million relate to the United States. |
Financial assets and liabilitie
Financial assets and liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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Financial assets and liabilities | Note 10. Financial assets and liabilities 10.1 Accounting principles Financial assets Under IFRS 9, Cellectis holds either: • financial assets measured at amortized cost or; • financial assets measured at fair value through profit or loss. Trade and other receivables are initially recorded at fair value, which is the nominal value of invoices unless payment terms require a material adjustment for the time value discounting effect at market interest rates. Trade receivables are subsequently measured at amortized cost. A provision for expected credit losses for trade and other receivables is recognized if their recoverable amount is less than their carrying amount. Cellectis trade and other receivables are impaired according to the expected loss model. Receivables are classified as current assets, except for those with a maturity exceeding 12 months after the reporting date. Government grants to Cellectis related to research and development expenses for research programs are recognized as subsidies receivables in the period in which the expenses subject to the subsidy have been incurred, provided there is a reasonable assurance that we will comply with conditions attached to the subsidy and that the subsidy will be received. Financial liabilities Financial liabilities include trade and other payables, finance leases, State Guaranteed loans « PGE », EIB loan and warrants and a tenant improvement loan related to our headquarters in New-York. We initially recognize financial liabilities on the transaction date, which is the date that we become a party to the contractual provisions of the instrument. We derecognize financial liabilities when our contractual obligations are discharged, canceled or expire. In the event of a substantive renegotiation of our contractual obligations, we examine whether the derecognition of the original financial liability and the recognition of a new financial liability is necessary, based on the derecognition criteria set out in IFRS 9. Renegotiations that result in a derecognition of the original liability include those that introduce significant new features into the instrument or a significant extension of the term of the instrument. Financial liabilities other than dervivative are valued at amortized cost. The amount of interest recognized in financial expenses is calculated by applying the financial liability’s effective interest rate to its carrying amount. Any difference between the expense calculated using the effective interest rate and the actual interest payment impacts the value at which the financial liability is recognized. Derivative liabilities are initially recognized and subsequently measured at fair value, with any resultant gains or losses recognised in profit or loss. Liabilities for short term employee benefits are included in financial liabilities. They are recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if we have a present legal or constructive obligation to pay the amount as a result of past service provided by the employee, and the obligation can be estimated reliably. 10.2 Detail of financial assets and liabilities The following table shows the carrying amounts and fair values of financial assets and financial liabilities. Accounting category Book value on the statement of financial position Fair Value Hierarchy As of December 31, 2022 Fair value through profit and loss Amortized cost Level 1 Level 2 Level 3 $ in thousands Financial assets Non-current financial assets 4,716 4,075 8,791 4,716 Trade receivables - 772 772 Subsidies receivables - 14,496 14,496 Current financial assets 7,907 - 7,907 7,907 Cash and cash equivalents 89,789 - 89,789 89,789 Total financial assets 102,413 19,343 121,756 94,506 - 7,907 Financial liabilities - - - Non-current lease debts - 49,358 49,358 Non-current financial liabilities - 20,531 20,531 Current lease debts - 7,872 7,872 Current financial liabilities - 5,088 5,088 Trade payables - 21,456 21,456 Other current liabilities - 13,179 13,179 Total financial liabilities - 117,484 117,484 - - - Accounting category Book value on the statement of financial position Fair Value Hierarchy As of December 31, 2023 Fair value through profit and loss Amortized cost Level 1 Level 2 Level 3 $ in thousands Financial assets Non-current financial assets 4,656 3,197 7,853 4,656 Trade receivables - 569 569 Subsidies receivables - 20,900 20,900 Current financial assets 67,107 0 67,107 24,413 42,694 Cash and cash equivalents 136,708 - 136,708 136,708 Total financial assets 208,471 24,666 233,136 165,777 - 42,694 Financial liabilities Non-current lease debts - 42,948 42,948 Non-current derivative instruments (EIB warrants) 7,797 - 7,797 7,797 Other non-current financial liabilities - 41,327 41,327 Current lease debts - 8,502 8,502 Current financial liabilities - 5,289 5,289 Trade payables - 19,069 19,069 Other current liabilities - 10,219 10,219 Total financial liabilities 7,797 127,354 135,151 - - 7,797 Entity-wide disclosures: In 2023, approximately $ 0.8 million of our non-current financial assets related to France, while approximately $ 7.1 million related to the United States. In 2022, approximately $ 0.7 million of our non-current financial assets related to France, while approximately $ 8.1 million related to the United States. In 2021, approximately $ 1 million of our non-current financial assets relate to France, while approximately $ 6 million relate to the United States. 10.3. Financial risks management We have exposure to the following risks arising from financial instruments: Foreign exchange risk A portion of our revenue is generated in currencies other than euro. Although our strategy is to favor the euro as our transaction currency when signing contracts, some agreements have been signed in US dollars (our agreements with Allogene Therapeutics, Inc., AstraZeneca). As of December 31, 2023, 87 % of our cash and cash equivalents were denominated in US dollars. As of December 31, 2022, 59 % of our cash and cash equivalents were denominated in US dollars. As of December 31, 2021, 57 % of our cash and cash equivalents were denominated in US dollars. As of December 31, 2022 and 2023, we did not hold derivative financial instruments to hedge foreign currency exchange risks. Liquidity risk As of December 31, 2023, our financial debt primarily consists of lease debts for $ 51.5 million, a loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance in the form of a state-guaranteed loan (Prêt Garanti par l’Etat) (the“PGE”) for 18.5 million euros of which $ 14.1 million remaining debt, the 2021 and 2022 Research Tax Credit financing with BPI for $ 11.9 million, and a liability related to the EIB loan of $ 20 million . We have incurred losses and cumulative negative cash flows from operations since our inception in 2000, and we anticipate that we will continue to incur losses for at least the next several years. With cash and cash equivalents of $ 136.7 million as of December 31, 2023, taking into account the € 15.0 million under Tranche B of the € 40.0 million Finance Contract with EIB received in January 2024, and the $ 140 million equity investment we expect to receive pursuant to the Subsequent Investment Agreement, the Company believes its cash and cash equivalents will be sufficient to fund its operations into, assuming receipt of such funds, 2026 and therefore for at least twelve months following the consolidated financial statements’ publication. Interest rate risk We seek to engage in prudent management of our cash and cash equivalents, mainly cash on hand and common financial instruments (typically short- and mid-term deposits). Furthermore, the interest rate risk related to cash, cash equivalents and common financial instruments is not significant based on the quality of the financial institutions with which we work. Our main interest-bearing financial debts, the "PGE" loans and our loans under the Finance Contract with EIB, are at fixed rates and do not expose us to interest rate risks. Share price risk We have financial instruments whose value depends on Cellectis share price, in particular the warrants granted to EIB under the Finance Contract. Under the terms of the Warrant Agreement that supplements the Finance Contract, we are committed in the event of exercise of the warrants by the EIB to deliver Cellectis ordinary shares, the fair value of which will depend on the future share price. Credit risk Credit risk is the risk of our financial loss if a customer or counterparty to a financial instrument default on its contract commitments. We are exposed to credit risk due to our trade receivables, subsidies receivables and cash equivalents. Our policy is to manage our risk by dealing with third parties with good credit standards. |
Trade receivables and other cur
Trade receivables and other current assets | 12 Months Ended |
Dec. 31, 2023 | |
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Trade receivables and other current assets | Note 11. Trade receivables and other current assets Accounting policies for trade receivables and other current assets are described in Note 9.1. 11.1 Trade receivables As of December 31, As of December 31, 2022 2023 $ in thousands Trade receivables 772 569 Allowance for expected credit losses - - Total net value of trade receivables 772 569 All trade receivables have payment terms of less than one year. The decrease of trade receivables between December 31, 2022 and December 31, 2023 is related to the payment of a $ 0.5 million receivable related to the extension of the option term of a license agreement partially offset by $ 0.3 million receivables related to our license agreement with two of our partners. 11.2 Subsidies receivables As of December 31, As of December 31, 2022 2023 $ in thousands Research tax credit 14,496 20,900 Other subsidies - - Total subsidies receivables 14,496 20,900 Research tax credit receivables as of December 31, 2023 include the accrual for a French research tax credit related to 2023 for $ 5.6 million and to previous periods for $ 15 million. During December 2018, the French Tax Authority initiated an audit related to the 2014, 2015, 2016 and 2017 French research tax credits. In January 2022, a legal court confirmed that Cellectis was entitled to receive the amounts related to 2017 and 2018 tax credits. $ 0.8 million were collected in February 2022. On March 15, 2022, the French tax authorities appealed this decision to the Paris Administrative Court of Appeal and requested that the decision be reversed. On May 18, 2022, the Company filed its observations in defense. A decision was taken on December 13, 2023, following a hearing held on November 29, 2023, whereby the Paris Administrative Court of Appeal overturned the Paris Administrative Court's decision of February 3, 2022 and ordered the reimbursement of $ 0.7 million. Research tax credit receivables as of December 31, 2022 include the accrual for a French research tax credit related to 2022 for $ 6.7 million and to previous periods for $ 7.2 million. 11.3 Other current assets As of December 31, As of December 31, 2022 2023 $ in thousands VAT receivables 1,140 1,414 Income tax receivable 192 Prepaid expenses and other prepayments 6,233 5,716 Tax and social receivables 1,166 55 Deferred expenses and other current assets 538 345 Total other current assets 9,078 7,722 Prepaid expenses and other prepayments primarily include advances to our sub-contractors on research and development activities. They mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing. During the years ended December 31, 2023 and December 31, 2022, we prepaid certain manufacturing and clinical costs related to our product candidates UCART123, UCART22 and UCART20x22 of which the delivery of products or services is expected in the coming months and also costs related to insurance and rents. |
Current financial assets and Ca
Current financial assets and Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2023 | |
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Current financial assets and Cash and cash equivalents | Note 12. Current financial assets and Cash and cash equivalents As of December 31, 2022 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 7,907 - 7,907 Cash and cash equivalents 89,789 - 89,789 Current financial assets and cash and cash equivalents 97,697 - 97,697 As of December 31, 2023 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 67,107 - 67,107 Cash and cash equivalents 136,708 - 136,708 Current financial assets and cash and cash equivalents 203,815 - 203,815 12.1 Current financial assets As of December 31, 2023, our current financial assets are composed of a $ 15.0 million deposit with a term of more than 3 months that does not meet IAS 7 requirements to qualify as cash equivalents, a $ 42.7 million financial derivative related to the SIA with AZ and a $ 9.4 million corresponding to our investment in Cibus at its fair value. There is no short-term restricted cash included in the current financial assets. As of December 31, 2022, current financial assets corresponded to Cytovia’s convertible note, measured at its fair value of $ 7.9 million. There was no short-term restricted cash included in the current financial assets, the only short-term restricted cash being deposits to secure a Calyxt furniture and equipment sale-leaseback for $ 0.2 million which were included in the assets held for sale . Cytovia convertible note On February 12, 2021, we entered into a research collaboration and non-exclusive license agreement with Cytovia as amended from time to time (the “Cytovia Agreement”) to develop induced Pluripotent Stem Cell (iPSC) iPSC-derived Natural Killer (NK) and CAR-NK cells edited with our TALEN. Upon initial execution of the Cytovia Agreement, the Company recorded a note receivable and related license revenue of $ 20 million in respect of the Upfront Collaboration Consideration. Because the Cytovia Conditions were not met by December 31, 2021, the note receivable was converted to an accounts receivable as of December 31, 2021. In April 2022, in connection with Cytovia’s entering into a definitive business combination agreement with a publicly traded Special Purpose Acquisition Company (“SPAC”), we entered into an amendment to the Cytovia Agreement, pursuant to which we received a $ 20 million convertible note for consideration of the Upfront Collaboration Consideration. The terms of the convertible note provided for (i) conversion into common stock of the combined company upon completion of the business combination or, (ii) in certain circumstances, our ability to elect to be paid in cash on or before December 31, 2022. Because the SPAC business combination was abandoned and the conditions of the convertible note were not met, we and Cytovia entered into an amended and restated note which became effective as of December 22, 2022. The amended and restated convertible note provides for automatic conversion into common stock of Cytovia in the case of certain fundamental transactions pursuant to which Cytovia becomes a public reporting company and for conversion at Cellectis’ option in connection with certain financing transactions, upon a company sale and at final maturity. In each case such conversion is subject to a 9.9 % ownership cap, with the balance issuable in the form of pre-funded warrants. Among other changes, the amended and restated convertible note increases the applicable interest rate of the convertible note to 10 % per annum, subject to a 10 % step up upon the occurrence and continuation of an event of default, provides for the repayment of 50 % of the outstanding amount on April 30, 2023 and extends the final maturity date for the repayment of the remaining outstanding amount to June 30, 2023. On April 30, 2023, we signed a further amendment to agree that 100 % of the convertible note would be due at final maturity on June 30, 2023. At the maturity date on June 30, 2023, we did not elect to convert the convertible note into shares of Cytovia’s then-outstanding most senior series of preferred stock and therefore the outstanding amount of the note automatically became due and payable in full in cash by Cytovia for $ 22.4 million, which includes the $ 20.0 million principal and $ 2.4 million of accumulated interest generated since the convertible note was issued in April 2022. Cytovia failed to pay this amount, which remains due and payable and Cytovia’s receivable in respect of the note continues to accrue interest during the continuation of this default, subject to the 10 % interest step up. The convertible note was classified as a financial asset measured at fair value through profit or loss until June 30, 2023. The fact that Cytovia is in default substantially changes the cash flows associated with this asset, mainly as the convertible note is now only repayable in cash (and no longer subject to conversion into shares of Cytovia). We consider that the criteria for derecognition of this financial asset are met on June 30, 2023, and we therefore derecognized this asset to recognize a new asset, based on such new characteristics. The new asset is a financial asset payable solely in cash, including principal and interest. We intend to hold this asset until it is repaid by Cytovia. The repayment is due at initial recognition. This new asset is therefore classified as a current financial asset, initially recognized at its fair value and subsequently measured at amortized cost. At initial recognition, as this new asset can be analyzed as an originated credit-impaired asset, we included in the estimated fair value of the asset the expected credit losses over the life of the asset. The estimated fair value of the asset as of June 30, 2023 was $ 1.1 million. The expected credit losses have been estimated using both historical and forward-looking estimations, including (i) our ongoing negotiations with Cytovia on the restructuring of the Cytovia Agreement, and (ii) our assessment of Cytovia’s credit worthiness based on our historical experience with Cytovia and the current financing market for biotechnology companies, and in particular, for companies working on pluripotent stem cells. On the basis of this information, we have prepared recovery scenarios for which the expected loss in each scenario has been weighted by the probability of the scenario occurring. On November 30, 2023, considering that the progress made in our negotiations with Cytovia was insufficient and in light of their failure to pay due and payable amounts under the note, we notified Cytovia of the termination of the Cytovia Agreement. Under the terms of the termination letter, Cytovia is no longer authorized to use the licenses and rights granted under the Cytovia Agreement, but remains liable for the outstanding amount of the note and for which Cytovia is currently in default. Considering new developments that occurred since June 30, 2023, including the termination of the Agreement, the end of our negotiations with Cytovia, Cytovia's resources and financing options and our ability to recover the receivable, we have no longer reasonnable expectations of recovery as of December 31, 2023. We therefore carried out a full write-off of the asset. The impact on the statement of operations for the year-ended December 31, 2023 is a net loss of $ 7.9 million, composed of the impact of the derecognition of the initial asset and the recognition of the new one on June 30, 2023 for $ 6.8 million, and the impact of the subsequent write-off of the asset for $ 1.1 million. We recognized this loss through profit and loss, within financial expenses. AstraZeneca subsequent investment The accounting treatment of the AstraZeneca SIA is detailed in Note 2.6 to the financial statements “Accounting treatment of significant transactions of the period”. At initial recognition, the SIA gives rise to the recognition of a financial derivative measured at its fair-value of $ 48.4 million. The fair value of this instrument has been remeasured on December 31, 2023 and amounts to $ 42.7 million. The difference in fair value measurement has been recognized in financial expense for $ 5.7 million. 12.2 Cash and cash equivalents Accounting policy Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for the purpose of investment or for other purposes. They are readily convertible into a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents include cash, bank accounts, money market funds and fixed bank deposits that meet the definition of a cash equivalent. Cash equivalents are fair valued at the end of each reporting period. Details of cash and cash equivalents As of December 31, As of December 31, 2022 2023 $ in thousands Cash and bank accounts 65,012 81,708 Money market funds 13,578 - Fixed bank deposits 11,200 55,000 Total cash and cash equivalents 89,789 136,708 Money market funds earn interest and are refundable overnight. Fixed bank deposits have fixed original terms that are less than three months or are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. |
Financial liabilities
Financial liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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Financial liabilities | Note 13. Financial liabilities 13.1 Detail of financial liabilities As of December 31, 2022 As of December 31, 2023 $ in thousands Conditional advances - 1,448 Lease debts 49,358 42,948 State Guaranteed loan « PGE » 13,569 8,950 EIB loan - 18,046 EIB warrants - 7,797 Other non-current financial liabilities 6,962 12,884 Total non-current financial liabilities and non-current lease debts 69,889 92,073 Lease debts 7,872 8,502 State Guaranteed loan « PGE » 4,972 5,162 Other current financial liabilities 116 126 Total current financial liabilities and current lease debts 12,960 13,790 Trade payables 21,456 19,069 Other current liabilities 13,179 10,219 Total Financial liabilities 117,484 135,151 Other non-current financial liabilities As of December 31, 2023 the other non-current financial liabilities are composed of a $ 1.1 million loan to finance leasehold improvements in our premises in New York, a Research Tax Credit financing from BPI received in June 2022 of € 5.5 million representing a non-current financial liability of $ 6.1 million and a new Research Tax Credit financing from BPI received in August 2023 of € 5.3 million, representing a non-current financial liability of $ 5.9 million. As of December 31, 2022, the other non-current financial liabilities were of the same nature and amount, with the exception of the August 2023 Research Tax Credit financing. State Guaranteed loan State Guaranteed Loan (“ Prêt Garanti par l’Etat ”, or “PGE”) corresponds to Cellectis’ obtention of an € 18.5 million (or $ 20.4 million using exchange rate as of December 31, 2023) loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance. Initiated by the French Government to support companies during the COVID-19 crisis, the PGE is a bank loan with a fixed interest rate ranging from 0.31 % to 3.35 %. After an initial interest-only term of two years, the loan is amortized over up to four years at the option of the Company. The French government guarantees 90 % of the borrowed amount. As of December 31, 2023, the current liability related t o the PGE amounted to $ 5.2 million an d the non-current liability amounts to $ 9.0 million. Conditional advances On March 8, 2023, we signed a grant and refundable advance agreement with BPI to partially support one of our R&D programs which corresponds to UCART 20x22 and related CMC activities. Pursuant to this agreement, we received $ 0.9 million as a first installment of the refundable advance on June 19, 2023 and $ 1.9 million as a second installment on October 6, 2023. Repayment of this advance is due over a period of 3 years starting on March 31, 2028. The amount to be repaid is equal to the principal adjusted upwards by a discounting effect at an annual rate of 3.04 %, in accordance with the European Commission’s principle for State aid. The amount of this discounting adjustment is expected to be $ 0.6 million and the total amount to be repaid $ 3.4 million. The refundable advance from BPI is accounted for a government loan as defined by IAS 20. Because this loan bears a lower-than-market interest rate, we measure for each installment the fair value of the loan using a market interest rate and recognize the difference from the cash received as a grant. Based on a market rate of 16.1 % for the first installment and 15.2 % for the second installment, determined using the credit spread observed for loans contracted by Cellectis over a comparable term, we measured the fair value of the loan at $ 1.4 million. The difference between this $ 1.4 million fair value and the $ 2.8 million received in cash is recognized as a grant for $ 1.4 million. The loan is subsequently measured at amortized cost. European Investment Bank (“EIB”) loan On December 28, 2022, we entered into a finance contract (the “Finance Contract”) with the EIB for up to € 40.0 million in loans to support our research and development activities to advance our pipeline of gene-edited allogeneic cell therapy candidate products for oncology indications (the “R&D Activities”). The Finance Contract provides for funding in three tranches, as follows: (i) an initial tranche of € 20.0 million (“Tranche A”); (ii) a second tranche of € 15.0 million (“Tranche B”); and (iii) a third tranche of € 5.0 million (“Tranche C,” and each of Tranche A, Tranche B, and Tranche C, a “Tranche”), each issuable only in full. Each of our material subsidiaries guarantees our obligations under the Finance Contract. On March 30, 2023, the Company and EIB entered into a Subscription Agreement for Warrants to be Issued by Cellectis S.A. (the “Warrant Agreement”), as required by the Finance Contract. On March 28, 2023, the Company issued 2,779,188 Tranche A Warrants to EIB, in accordance with the terms of the 11th resolution of the shareholders’ meeting held on June 28, 2022 and articles L. 228-91 and seq. of the French Commercial Code, representing 5.0 % of the Company’s outstanding share capital as at their issuance date. The exercise price of the Tranche A Warrants is equal to € 1.92 , corresponding to 99 % of the volume-weighted average price per share of the Company’s ordinary shares over the last 3 trading days preceding their issuance. Tranche A will mature six years from its disbursement date. Interest on Tranche A shall be paid in kind, shall be capitalized annually by increasing the principal amount of Tranche A, and shall accrue at a rate equal to 8 % per annum. The EIB proceeded to the payment of the € 20 million on April 17, 2023. On April 4, 2023, Cellectis announced the drawdown of the € 20 million Tranche A. The disbursement of Tranche A was subject to, among other conditions, (i) the issuance of a specified number of warrants to the benefit of EIB (the “Tranche A Warrants”) and (ii) the completion of certain clinical development milestone by a Cellectis’ licensee, and, as of April 4, 2023, each of (i) and (ii) had been satisfied. Each EIB Warrant will entitle EIB to one ordinary share of the Company in exchange for the exercise price (subject to applicable adjustments and anti-dilution provisions). The EIB Warrants have an exercise price per share equal to 99 % of the weighted average price per share of the Company over the last three trading days prior to their issuance. The EIB Warrants with respect to Tranche B and Tranche C are only issuable if the Company elects to drawdown such tranches. The EIB Warrants expire on the twentieth anniversary of their issuance date, at which time such unexercised EIB Warrants will be automatically deemed null and void. Any outstanding EIB Warrant will become exercisable following the earliest to occur of (i) a change of control event, (ii) the maturity date of Tranche A, (iii) a public take-over bid approved by the Company’s board of directors, (iv) a sale of all or substantially all of certain assets of Cellectis and its subsidiaries, (v) a debt repayment event (i.e. any mandatory repayment pursuant to the Finance Contract or any voluntary payment more than 75 % of any Tranche) in respect of one or more Tranches, , or (vi) the receipt of a written demand for repayment from EIB in connection with an event of default under the Finance Agreement (each an “Exercise Event”). Following any Exercise Event and until expiration of the applicable EIB Warrants, EIB may exercise a put option by which EIB may require the Company to repurchase all or part of the then-exercisable but not yet exercised EIB Warrants. The exercise of such put option would be at the fair market value of the EIB Warrants, subject to a cap equal to the aggregate principal amount disbursed by EIB pursuant to the Finance Contract at the time of the put option, reduced by certain repaid amounts, at the time of exercise of the put option. Furthermore, in the case of any public take-over bid from a third party or a sale of all outstanding shares of the Company to any person or group of persons acting in concert, the Company shall, subject to certain conditions including the sale by certain shareholders of all of their shares and other securities, be entitled to repurchase all, but not less than all, of the EIB Warrants, at a price equal to the greater of (a) 0.3 times the amount disbursed by the EIB under the Finance Contract divided by the aggregate number of EIB Warrants issued (reduced by the number of exercised EIB Warrants), and (b) the fair market value of the EIB Warrants. The Company has a right of first refusal to repurchase the EIB Warrants that are offered for sale to a third party under the same terms and conditions of such third party’s offer, provided that such right of first refusal does not apply if the contemplated sale occurs within the scope of a public take-over bid by a third party. The Finance Contract and the Warrant Agreement are separate contracts as their maturities differ and as the warrants are transferable (subject to certain conditions). Therefore, the warrants are accounted for separately from the loan. The € 20.0 million Tranche A loan is classified as a financial liability measured at amortized cost. At initial recognition, i.e. on April 17, 2023, the fair value of this loan included $ 0.3 million of transaction costs disbursed in cash and the $ 5.2 million fair value of the warrants (see below Derivative Instruments) as the warrants were analyzed as being as part of the consideration given to EIB for the purpose of obtaining the loan. The initial fair value of the loan is $ 16.2 million. The loan is subsequently measured at amortized cost, the effective interest rate of the loan being 13.4 %. Derivative Instruments – EIB Warrants The Tranche A Warrants issued in favor of the EIB in relation to the Tranche A disbursement in the form of 2,779,188 Bons de Souscription d’Actions (“BSA”) are derivative instruments. Because of the terms and conditions of the EIB’s put option, we consider that the put option and the Tranche A Warrants are to be treated as a single compound derivative. Because of the terms and conditions of the Company’s call option, we consider it highly unlikely that the Company will exercise the call option. Accordingly, the call option has been valued at zero as of December 31, 2023. The “fixed for fixed” rule of IAS 32, which states that derivatives shall be classified as equity if they can only be settled by the delivery of a fixed number of shares in exchange for a fixed amount of cash or another financial asset, is not met because under specific circumstances Cellectis may be required to repurchase the warrants at their fair market value (subject to a cap). As they are not equity instruments, the Tranche A Warrants and attached put option are to be classified as a financial liability and will be measured at fair value through profit and loss. The fair value of the Tranche A Warrants and put option has been estimated using a Longstaff Schwartz approach. Considering its unobservable parameters, this financial instrument is considered as a level 3 derivative. This approach is most appropriate to estimate the value of American options (which may be exercised any time from an exercise event until maturity) with complex exercise terms (EIB can exercise the Tranche A warrants on the basis of Cellectis’ spot share price or exercise the put option on the basis of the average price of the shares over 90 days). The Longstaff Schwartz approach is also based on the value of the underlying share price at the valuation date, the observed volatility of the company’s historical share price and the contractual life of the instruments. The assumptions and results of the warrants valuation are detailed in the following tables: Warrants Tranche A Grant date * 4/17/2023 Expiration date 4/17/2043 Number of options granted 2,779,188 Share entitlement per option 1 Exercise price (in euros per option) 1.92 Valuation method Longstaff Schwartz * The grant date retained is the collection date of the Tranche A as this is the issuance date defined in the contract. Warrants Tranche A As of April 17, 2023 As of December 31, 2023 Number of warrants granted 2,779,188 2,779,188 Share price (in euros) 1.87 2.76 Average life of options (in years) 20 19.55 Expected volatility 81.3 % 67.6 % Put option cap (in € thousands) 7.196 8.256 Discount rate 2.85 % 2.5 % Expected dividends 0 % 0 % Fair value per options (in euros per share) 1.73 2.54 Fair value in $ thousands 5,280 7,797 The change in fair value of Tranche A warrants of $ 2.5 million between initial recognition and December 31, 2023 was recognized in financial income. We conducted sensitivity analysis on the expected volatility of 5 % as a standard practice. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant: As of April 17, 2023 Fair value in $ thousands Expected volatility -5% 5,261 Expected volatility 5,280 Expected volatility +5% 5,286 As of December 31, 2023 Fair value in $ thousands Expected volatility -5% 7,690 Expected volatility 7,797 Expected volatility +5% 7,871 13.2 Due dates of the financial liabilities Balance as of December 31, 2023 Book value Less than One Year One to Five Years More than Five Years $ in thousands Lease debts 51,450 8,502 28,369 14,579 Financial liabilities 54,413 5,289 21,862 27,263 Financial liabilities 105,863 13,790 50,230 41,842 Trade payables 19,069 19,069 - - Other current liabilities 10,219 10,219 - - Total financial liabilities 135,151 43,078 50,230 41,842 Balance as of December 31, 2022 Book value Less than One Year One to Five Years More than Five Years $ in thousands Lease debts 57,230 7,872 26,412 22,946 Financial liabilities 25,619 5,088 19,947 584 Financial liabilities 82,849 12,960 46,359 23,530 Trade payables 21,456 21,456 - - Other current liabilities 13,179 13,179 - - Total financial liabilities 117,484 47,595 - - |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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Other current liabilities | Note 14. Other current liabilities As of December 31, 2022 As of December 31, 2023 $ in thousands VAT Payables 3,058 - Accruals for personnel related expenses 9,421 9,368 Other 700 852 Total other current liabilities 13,179 10,219 Accruals for personnel are related to annual bonuses, PTO accruals and social expenses on stock options. Other current liabilities decreased by $ 3.0 million between December 31, 2023 and December 31, 2022, the decrease is related to the payment in 2023 of the VAT payables due to the collected VAT on the Servier milestone invoice in December 2022. |
Deferred income and contract li
Deferred income and contract liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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Deferred income and contract liabilities | Note 15. Deferred income and contract liabilities Details of deferred income and contract liabilities As of December 31, 2022 As of December 31, 2023 $ in thousands Deferred revenues and contract liabilities 59 110,325 Total deferred income and contract liabilities 59 110,325 As of December 31, 2023, the deferred income and contract liabilities primarily include a $ 25.0 million upfront payment received in November 2023 under the AZ JRCA and $ 84.1 million reallocated from the IIA and the SIA. The accounting treatment of the AZ JRCA, the IIA and the SIA is detailed in Note 2.6 to the financial statements “Accounting treatment of significant transactions of the period”. |
Capital
Capital | 12 Months Ended |
Dec. 31, 2023 | |
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Capital | Note 16. Capital 16.1 Share capital issued Accounting policy In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting. However, our By-Laws provide that all shares held in registered form (actions nominatives) for more than two years will be granted double voting rights. Costs directly attributable to the issue of ordinary shares or share options are recognized as a reduction in equity. Repurchased own shares are classified as treasury shares and deducted from equity. Nature of the Transactions Share Capital Share premium Number of shares Nominal value $ in thousands (except number of shares) in $ Balance as of January 1, 2021 2,785 872,134 42,780,186 0.05 Capital increase (ATM) 143 46,811 2,415,630 Exercise of share warrants, employee warrants and stock options 17 5,597 288,494 Non-cash stock-based compensation expense - 12,497 - Transaction costs - ( 2,316 ) - Other movements - ( 27 ) - Balance as of December 31, 2021 2,945 934,696 45,484,310 0.05 Balance as of January 1, 2022 2,945 934,696 45,484,310 0.05 Transaction costs related to capital increase ( 570 ) Exercise of share warrants, employee warrants, stock-options and free-shares vesting 10 191,658 Non-cash stock-based compensation expense 8,071 - Other movements ( 359,076 ) - Balance as of December 31, 2022 2,955 583,122 45,675,968 0.05 Balance as of January 1, 2023 2,955 583,122 45,675,968 0.05 Capital increase 1,401 68,584 25,907,800 Transaction costs related to capital increase ( 2,049 ) Exercise of share warrants, employee warrants, stock-options and free-shares vesting 9 167,433 Non-cash stock-based compensation expense - 7,086 - Other movements - ( 133,958 ) - Balance as of December 31, 2023 4,365 522,785 71,751,201 0.05 Capital evolution in 2023 • During the year ended December 31, 2023, 9,907,800 shares were issued in the Cellectis Follow-on Offering with gross proceeds of $ 24.8 million. • During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $ 80.0 million at a price of $ 5 per share. Following settlement and delivery of the new shares, AstraZeneca owns approximately 22 % of the share capital, and 21 % of the voting rights of the Company, has the right to nominate a non-voting observer on the board of directors of Cellectis, and has the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $ 35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received, after reallocation of the AZ JRCA and conversion as of December 31, 2023, representing $ 44.9 million is reflected in share capital for $ 0.9 million and share premium for $ 44.0 million. Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period". • The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $ 1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $ 0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $ 0.6 million issuance costs related to AstraZeneca initial investment. • During the annual shareholders meeting of June 27, 2023, the shareholders, in accordance with French Law, approved the absorption of $ 134.0 million of retained earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. Capital evolution in 2022 • During the year ended December 2022, 191,658 free shares of Cellectis were converted to 191,658 ordinary shares of Cellectis. • During the Cellectis annual shareholders meeting of June 28, 2022, the shareholders, in accordance with French Law, approved the absorption of $ 359.1 million of retain earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. • Transactions costs correspond to the issuance costs related to the Cellectis At-The-Market (“ATM”) program and the Cellectis follow-on offering and were recorded as a reduction of share premium, in anticipation of share issuances in 2023. Capital evolution in 2021 • During the full year ended December 31, 2022, 2,415,630 ordinary shares were issued through Cellectis’ At-The-Market (“ATM”) financing program and 256,494 ordinary shares were issued as a result of the exercise of stock options and non-employee warrants, $ 2.3 million of issuance costs related to the Cellectis ATM financing program were recorded as a reduction of share premium, in conjunction with share issuances that occurred in April 2022 and 32,000 free shares of Cellectis were converted to 32,000 ordinary shares of Cellectis. BSA 2011: On October 28, 2011, using the delegation of authority granted by the General Assembly held the same day, we issued 12,195,113 warrants (Bon de Souscription d’Actions or “BSA”) to the existing shareholders with a ratio of one BSA for one share. October 28, 2014 was the closing date for the exercise of the “BSA 2011.” Pursuant to the terms of the plan, we issued 1,470,836 ordinary shares for gross proceeds of $ 16.4 million. Voting rights: After a shareholder continuously holds ordinary shares for two years, each ordinary share held by such shareholder is entitled to two votes. • At December 31, 2023, we had 71,751,201 ordinary shares outstanding of whic h 5,935,517 had a double voting right • At December 31, 2022, we had 45,675,968 ordinary shares outstanding of which 6,067,096 had a double voting right • At December 31, 2021, we had 45,484,310 ordinary shares outstanding of which 5,601,472 had a double voting right. Otherwise, our ordinary shares are not entitled to any preferential voting right or restriction. 16.2 Share warrants and non-employee warrants Share warrants and non-employee warrants consist of Bon de Souscription d’Action (“BSAs”) which are granted to our board members and consultants. Holders of vested stock options and warrants are entitled to subscribe to a capital increase of Cellectis at predetermined exercise price. Date Type Number of warrants/shares outstanding as of 01/01/2023 Number of warrants/shares granted Number of warrants/shares vested/exercised Number of warrants/shares voided Number of warrants/shares outstanding as of 12/31/2023 Maximum of shares to be issued Number of warrants/shares exercisable as of 12/31/2023 Strike price per share in euros 03/24/2015 Stock Options 1,351,904 15,078 1,336,826 1,336,826 1,336,826 38.45 03/27/2015 BSA 130,000 80,000 50,000 50,000 50,000 38.45 05/18/2015 BSA 50,000 50,000 - - - 29.58 09/08/2015 BSA 224,200 150,000 74,200 74,200 74,200 28.01 09/08/2015 Stock Options 1,317,300 16,300 1,301,000 1,301,000 1,301,000 27.55 03/14/2016 BSA 147,025 80,350 66,675 66,675 66,675 27.37 03/14/2016 Stock Options 1,264,867 3,531 1,261,336 1,261,336 1,261,336 22.44 10/28/2016 BSA 145,000 77,000 68,000 68,000 68,000 18.68 10/28/2016 Stock Options 1,444,702 4,056 1,440,646 1,440,646 1,440,646 17.90 10/11/2017 BSA 200,000 120,000 80,000 80,000 80,000 24.34 10/11/2017 Stock Options 665,000 665,000 665,000 665,000 22.57 10/08/2018 Stock Options 5,000 5,000 5,000 5,000 24.80 04/24/2019 Stock Options 926,291 7,000 919,291 919,291 919,291 18.25 11/06/2019 Stock Options 30,000 30,000 30,000 30,000 11.06 07/20/2020 Stock Options 17,000 17,000 17,000 13,812 15.12 08/05/2020 Stock Options 134,000 5,000 129,000 129,000 104,811 14.62 09/11/2020 Stock Options 45,000 45,000 45,000 36,562 14.36 10/14/2020 Free shares 188,418 167,433 20,985 - - - 22.45 11/05/2020 Stock Options 20,500 20,500 20,500 15,375 14.62 03/04/2021 Stock Options 701,848 17,501 684,347 684,347 470,568 19.44 03/05/2021 Free shares 16,500 16,500 16,500 - 14.44 03/05/2021 Free shares 230,567 12,865 217,702 217,702 - 12.69 04/13/2021 Stock Options 27,465 27,465 27,465 18,596 16.07 05/12/2021 Free shares 2,000 2,000 2,000 - 12.70 05/12/2021 Stock Options 3,500 3,500 3,500 2,187 14.36 05/28/2021 Free shares 141,325 1,300 140,025 140,025 - 12.38 05/28/2021 Stock Options 25,000 25,000 25,000 15,625 12.69 09/30/2021 Free shares 5,525 2,100 3,425 3,425 - 11.22 09/30/2021 Stock Options 14,800 7,850 6,950 6,950 3,909 11.51 10/13/2021 Free shares 4,500 4,500 4,500 - 8.29 10/13/2021 Stock Options 9,000 9,000 9,000 4,500 10.29 11/25/2021 Free shares 2,100 2,100 2,100 - 7.84 11/25/2021 Stock Options 4,500 4,500 4,500 2,250 8.81 03/03/2022 Free shares 243,259 6,197 237,062 237,062 2.74 03/03/2022 Stock Options 666,542 666,542 666,542 228,270 4.41 03/29/2022 Free shares 1,900 1,900 1,900 4.09 03/29/2022 Stock Options 3,400 3,400 3,400 1,487 3.96 05/24/2022 Free shares 40,059 1,950 38,109 38,109 3.27 05/24/2022 Stock Options 37,580 37,580 37,580 12,516 3.48 11/08/2022 Free shares 30,000 30,000 30,000 2.37 11/08/2022 Stock Options 70,000 70,000 70,000 23,100 2.34 12/19/2022 Free shares 2,960 2,960 2,960 1.91 12/19/2022 Stock Options 2,065 - 2,065 2,065 516 2.09 01/24/2023 Free shares - 340,750 21,645 319,105 319,105 3.09 01/24/2023 Stock Options - 1,417,321 1,417,321 1,417,321 3.17 03/22/2023 Free shares - 2,150 - 2,150 2,150 1.87 03/22/2023 Stock Options - 4,300 4,300 4,300 1.91 05/04/2023 Stock Options - 358,100 700 357,400 357,400 1.80 06/26/2023 Stock Options - 55,690 2,500 53,190 53,190 1.74 Total 10,592,602 2,178,311 167,433 703,908 11,899,572 11,899,572 8,252,058 16.3 Non-controlling interests Non-controlling shareholders held a 50.9 % interest in Calyxt as of December 31, 2022 and a 52.0 % interest in Calyxt as of May 31, 2023. These non-controlling interests were generated during the initial public offering of Calyxt, subsequent follow-on offerings and Calyxt’s at-the-market (ATM) offering program, as well as through vesting and exercises of equity awards. On June 1, 2023, as Calyxt was deconsolidated and as a result, we derecognized non-controlling interests in Calyxt. Since June 1, 2023, there are no longer non-controlling interests as the Group holds a 100 % interest in all fully consolidated entities. |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2023 | |
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Share-based payments | Note 17. Share-based payments 17.1 Detail of Cellectis equity awards Holders of vested Cellectis stock options and warrants are entitled to exercise such options and warrants to purchase Cellectis Ordinary shares at a fixed exercise price established at the time of such options and warrants are granted during their useful life. For stock options and warrants, we estimate the fair value of each option on the grant date or other measurement date if applicable using a Black- Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We estimate our future stock price volatility based on Cellectis historical closing share prices over the expected term period. Our expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method. The risk-free interest rate for periods during the expected term of the options is based on the French government securities with maturities similar to the expected term of the options in effect at the time of grant. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over four years after the date of grant. Options generally expire within ten years after the date of grant. Stock Options The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows: 2022 2023 Weighted-Average fair values of stock options granted 1.31 € 1.65 € Assumptions: Risk-free interest rate 0.00 % - 2.49 % 2.45 % - 2.75 % Share entitlement per options 1 1 Exercise price 2.09 € - 7.22 € 1.74 € - 3.17 € Grant date share fair value 1.91 €- 6.74 € 1.70 €- 3.09 € Expected volatility 58.7 % - 62.5 % 63.7 % - 64.4 % Expected term (in years) 6.03 - 6.15 6.03 - 6.15 Vesting conditions Performance & Service or Service Performance & Service or Service Vesting period Graded Graded Our vesting performance conditions are split between a financial, a manufacturing and a clinical performance. Information on stock option activity follows: Options Exercisable Weighted-Average Exercise Price Per Share (in €) Options Outstanding Weighted-Average Exercise Price Per Share (in €) Remaining Average Useful Life Balance as of December 31, 2021 7,566,679 24.78 9,159,794 23.50 5.3 y Granted - 828,549 4.18 Exercised - 0 - Forfeited or Expired - ( 1,201,079 ) 18.85 Balance as of December 31, 2022 7,400,519 24.58 8,787,264 22.31 4.6 y Granted - 1,835,411 2.86 Exercised - - - Forfeited or Expired - ( 79,516 ) 22.86 Balance as of December 31, 2023 7,913,183 23.63 10,543,159 18.92 4.6 y Share-based compensation expense related to stock option awards was $ 2.3 millio n in 2023, $ 2.6 million in 2022 and $ 5.1 million in 2021. On January 24, 2023, the Board of Directors granted 1,417,321 stock options. For executive employees, stock options vesting period is over four years and based on performance criteria. For all other beneficiaries, the vesting period for stock options is over four years and without performance criteria. On May 4, 2023, the Board of Directors granted 358,100 stock options. For executive employees, stock options vesting period is over four years and based on performance criteria. For all other beneficiaries, the vesting period for stock options is over four years and without performance criteria. On June 26, 2023, the Board of Directors granted 55,690 stock options to non executive employees. The vesting period for these stock options is over four years and without performance criteria. Warrants The weighted-average fair values of warrants granted and the assumptions used for the Black-Scholes option pricing model were as follows: 2016 2017 Weighted-Average fair values of warrants granted 9.33 € 13.20 € Assumptions: Risk-free interest rate 0.00 % - 0.04 % 0.12 % Share entitlement per options 1 1 Exercise price 18.68 € - 27.37 € 24.34 € Grant date share fair value 16.42 € - 22.48 € 24.95 € Expected volatility 62.8 % - 63.1 % 64.7 % Expected term (in years) 6 6 Vesting conditions Service Service Vesting period Graded Graded Information on warrants activity follows: Warrants Exercisable Weighted-Average Exercise Price Per Share (in €) Warrants Outstanding Weighted-Average Exercise Price Per Share (in €) Remaining Average Useful Life Balance as of December 31, 2021 896,225 27.18 896,225 27.18 4.3 y Granted - - - - Exercised - - - - Forfeited or Expired - - - - Balance as of December 31, 2022 896,225 27.18 896,225 27.18 3.3 y Granted - - - - Exercised - - - - Forfeited or Expired 557,350 27.48 557,350 27.48 Balance as of December 31, 2023 338,875 26.69 338,875 26.69 2.4 y There was no share-based compensation expense related to non-employee warrants in 2023, 2022 and 2021. Free shares The free shares granted prior to 2018 are subject to a two-year vesting period and additional two-year holding period for French residents and four-years vesting period for foreign residents. The free shares granted in 2018 and until 2021 are subject to at least one-year vesting and additional one-year vesting period for French residents and two-years vesting period for foreign residents. The vesting of free shares granted to executive officers of the Company in October 2020 are subject to performance conditions with a minimum vesting of a 3 -year period. The free shares granted in 2021 and after are subject to a three-year vesting period for all employees, provided that the free shares granted to executive officers are subject to performance conditions with a minimum vesting of a 3 -year period. Our vesting performance conditions are split between a financial, a manufacturing and a clinical performance. Information on free shares activity follows: Number of Free shares Outstanding Weighted-Average Grant Date Fair Value (in €) Unvested balance of December 31, 2021 922,701 14.15 Granted 354,770 2.79 Vested ( 191,658 ) 17.96 Cancelled ( 176,700 ) 13.99 Unvested balance as of December 31, 2022 909,113 11.18 Granted 342,900 3.08 Vested ( 167,433 ) 22.45 Cancelled ( 67,042 ) 11.40 Unvested balance as of December 31, 2023 1,017,538 6.59 We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero in determining fair value. Share-based compensation expense related to free shares awards was $ 2.9 mi llion in 2023, $ 3.5 million in 2022 and $ 6.4 million in 2021. 17.2 Detail of Calyxt equity awards Pursuant to Calyxt’s deconsolidation, stock and share-based compensation expenses related to Calyxt equity awards until May 31, 2023 were classified as discontinued operations. For the period prior to the Calyxt merger, stock and share-based compensation expense has been estimated considering the existence of vesting acceleration and exit event clauses in the grant agreements and the probability of the events occurring, as the merger constitutes a triggering event of these clauses under the terms of certain grant agreements. Stock-based compensation expense related to stock option awards was $1 .8 million, compared to an expense of $ 0.9 million for the year ended December 31, 2023 and 2022, respectively. This increase is mainly due to the inclusion in the estimated expense of accelerated vesting clauses in connection with the merger. Share-based compensation expense related to restricted stock units awards was $2 .4 million, compared to an expense of $ 0.7 million due for the year ended December 31, 2023 and 2022, respectively. This increase is mainly due to the inclusion in the estimated expense of accelerated vesting clauses in connection with the merger. Share-based compensation expense related to performance stock units awards was a reversal of $ 0.3 million mainly due to departures, compared to an expense of $ 0.3 million for the year ended December 31, 2023 and 2022, respectively. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2023 | |
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Earnings per share | Note 18. Earnings per share Accounting policy Basic earnings per share are calculated by dividing profit attributable to our ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted to take into account the impact of treasury shares. Diluted earnings per share is calculated by adjusting profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all potentially dilutive ordinary shares (stock-options, free shares, share warrants, employee warrants). Detail of earnings per share For the year ended December 31, 2021 2022 2023 Net income (loss) attributable to shareholders of Cellectis ($ in thousands) ( 114,197 ) ( 106,139 ) ( 101,059 ) Net income (loss) attributable to shareholders of Cellectis from discontinued operations ($ in thousands) ( 17,448 ) ( 7,451 ) 15,776 Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share 44,820,279 45,547,359 57,012,815 Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share) ( 2.55 ) ( 2.33 ) ( 1.77 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) ( 0.39 ) ( 0.16 ) 0.28 When we have adjusted net loss, we use the weighted average number of outstanding shares, basic to compute the diluted adjusted net income (loss) attributable to shareholders of Cellectis ($/share). When we have adjusted net income, we use the weighted average number of outstanding shares diluted to compute the diluted adjusted net income (loss) attributable to shareholders of Cellectis ($/share). |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2023 | |
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Provisions | Note 19. Provisions Accounting policy A provision is recognized if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date. The IFRS IC was asked to consider the method for calculating obligations relating to defined benefit plans in which the attribution of benefit is determined by an employee’s presence within the Group at the time he/she retires and whose benefits are capped at a certain length of service. In its decision, the IFRS IC concluded that no benefit is earned if the employee leaves before reaching retirement age and that the obligation must only be recognized over the final years of the employee’s career. As a result, the Company revised its actuarial calculation method to ensure its compliance with the interpretation from the IFRS IC. As each additional year of service generates an additional benefit, and that there is no cap on the amount of benefits, this revision did not impact significantly our financial statements. Provisions for retirement and other benefits Our defined benefit obligations, and their cost, are determined using the projected unit credit method. The method consists in measuring the obligation based on a projected end-of-career salary and vested rights at the measurement date. Actuarial assumptions used to determine the benefit obligations are specific to each country and each benefit plan. The discount rate used is the yield at the reporting date on AA credit-rated bonds with maturity dates that approximate the expected payments for our obligations. Actuarial gains or losses are recognized in the statement of comprehensive loss for the year in which they occur. Other long-term employee benefits Our net obligation for long-term employee benefits other than retirement plans is equal to the value of employees’ future benefits vested in exchange for services rendered in the current and prior periods. The benefits are discounted and the fair value of any plan assets is deducted. The obligation is measured using the projected unit credit method. The discount rate is the same as the one used for the provisions for retirement and other benefits. Actuarial gains or losses are recognized in profit or loss for the year in which they occur. Termination benefits Termination benefits are recognized as a liability and expense at the earlier of the following dates: • When the entity can no longer withdraw the offer of those benefits; and • When the entity recognizes costs for a restructuring that is within the scope of IAS 37 Provisions and involves the payment of termination benefits. Details of provisions As of January 1, 2022 Additions Amounts used during the period Reversals OCI As of December 31, 2022 $ in thousands Pension 4,073 - 555 - - ( 2,238 ) 2,390 Employee litigation and severance 508 - - ( 169 ) ( 73 ) ( 33 ) 234 Commercial litigation 77 - - - - ( 4 ) 72 Other provision for charges 287 ( 97 ) ( 18 ) 171 Total 4,944 - 555 ( 169 ) ( 171 ) ( 2,293 ) 2,867 Non-current provisions 4,073 - 555 - - ( 2,238 ) 2,390 Current provisions 871 - - ( 169 ) ( 171 ) ( 55 ) 477 As of January 1, 2023 Additions Amounts used during the period Reversals OCI As of December 31, 2023 $ in thousands Pension 2,390 327 - - ( 517 ) 2,200 Employee litigation and severance 234 - - - 8 242 Commercial litigation 72 503 - - 13 588 Provision for tax litigation - 615 - - 13 628 Other provision for charges 171 102 - - 8 281 Total 2,867 1,547 - - ( 473 ) 3,940 Non-current provisions 2,390 327 - - ( 517 ) 2,200 Current provisions 477 1,219 - - 44 1,740 During the year ended December 31, 2023, additions mainly relate to commercial litigation for $ 0.5 million with a law office, a provision on research tax credits for 2015 and 2016 of $ 0.6 million as a result of the Court of Appeal's ruling on research tax credits for 2017 an d 2018, and $ 0.3 million of service and interest costs related to pensions. Over the same period, a reduction of $ 0.5 million in provisions was recorded against OCI, including $ 0.5 million relating to the revision of actuarial assumptions used to calculate our pension obligations, mainly turnover assumptions which had a $ 0.6 million effect. During the year ended December 31, 2022, additions mainly relate to pension service cost of the period for $ 0.6 million. The amounts used and reversed during the period mainly relate to (i) the settlement of employee litigation for $ 0.2 million and (ii) the settlement of a commercial litigation for $ 0.1 million. Over the same period, a reduction of $ 2.3 million in provisions was recorded against OCI, including $ 1.9 million relating to the revision of actuarial assumptions used to calculate our pension obligations (mainly discount rate for $ 1.3 million and salary increases rate for $ 0.4 million) and a translation adjustment effect of $ 0.4 million. Commitments for compensation payable to employees upon their retirement France In France, pension funds are generally financed by employer and employee contributions and are accounted for as defined contribution plans, with the employer contributions recognized as expense as incurred. There are no actuarial liabilities in connection with these plans. Expenses recorded in profit and loss in the years ended December 31, 2023, 2022 and 2021 amounted to $ 0.3 million, $ 0.6 milli on and $ 0.6 million respectively. French law also requires payment of a lump sum retirement indemnity to employees based on years of service and annual compensation at retirement. Benefits do not vest prior to retirement. We are paying this defined benefit plan. It is calculated as the present value of estimated future benefits to be paid, applying the projected unit credit method whereby each period of service is seen as giving rise to an additional unit of benefit entitlement, each unit being measured separately to build up the final. The estimation of the retirement indemnity payable to employees is based on the compensation table provided for in the collective bargaining agreement applicable to Cellectis S.A., based on the employer initiative. Compensation is calculated as follows: 1/4 month's salary per year of seniority up to 10 years and 1/3 month's salary per year of seniority after 10 years. As part of the estimation of our obligations, the following assumptions were used for all categories of employees: 2021 2022 2023 % social security contributions 45.00 % 45.00 % 47.13 % Salary increases 3.50 % 2.50 % 2.50 % Discount rate 1.13 % 3.72 % 3.53 % Terms of retirement Based on the employer initiative Retirement age 65 years old 65 years old 66 years old The discount rates are based on the market yield at the end of the reporting period on high quality corporate bonds. A 0.5 % increase of the discount rate would result in a $ 0.1 million decrease of the net defined benefit liability, whereas a 0.5 % decrease of the discount rate would result in a $ 0.1 million increase of the net defined benefit liability. The salary increases rate is based on an estimate of the rate that will be applied by the Company over the average term of the commitments, taking into account the Company's current salary policy as defined by the Compensation Committee. A 0.5 % increase of the salary increase rate would result in a $ 0.1 million increase of the net defined benefit liability, whereas a 0.5 % decrease of the salary increase rate would result in a $ 0.1 million decrease of the net defined benefit liability. The following table shows reconciliation from the opening balances to the closing balances for net defined benefit liability and its components. $ in thousands As of January 1, 2021 ( 4,010 ) Current service cost ( 602 ) Interest cost ( 26 ) Benefit paid - Actuarial gains and losses 231 Reclassification/CTA 334 As of December 31, 2021 ( 4,073 ) Current service cost ( 512 ) Interest cost ( 43 ) Benefit paid - Actuarial gains and losses 2,227 Reclassification/CTA 11 As of December 31, 2022 ( 2,390 ) Current service cost ( 237 ) Interest cost ( 90 ) Benefit paid Actuarial gains and losses 597 Reclassification/CTA ( 80 ) As of December 31, 2023 ( 2,200 ) United States of America There is no defined benefit plan for Cellectis S.A.’s subsidiaries located in the United States. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
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Commitments | Note 20. Commitments Accounting policy The commitment amounts are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. They do not include obligations under agreements that we can cancel without a significant penalty. Details of commitments As of December 31, 2023 Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years $ in thousands Lease agreement 63,349 11,107 19,647 15,046 17,548 License and collaboration agreements 13,480 1,400 2,800 2,800 6,480 Clinical & Research and Development agreements 71 71 - - - IT licensing agreements 319 233 86 - - State Guaranteed loan « PGE » 14,057 5,107 8,950 - - EIB loan 22,100 - - - 22,100 Bpifrance's advance 1,910 - - 433 1,477 Total contractual obligations 115,286 17,918 31,483 18,279 47,606 Obligations under the terms of license and collaboration agreements We have entered into various license agreements with third parties that subject us to certain fixed license fees, as well as fees based on future events, such as research and sales milestones. We also have collaboration agreements whereby we are obligated to pay royalties and milestone payments based on future events that are uncertain and therefore they are not included in the table above. Obligations under the terms of Clinical & Research agreements We have entered into clinical and research agreements where we are obligated to pay for services to be provided in the next years regarding our research collaboration agreements, clinical trials and translational research projects. Obligations under the terms of IT licensing agreements We have entered into an IT licensing agreement and have related obligations to pay licensing fees. |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2023 | |
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Related parties | Note 21. Related parties Key management personnel remuneration Key management personnel include members of the Board of Directors and the CODM as of December 31, 2023, as described in Note 4.5. Short-term employee benefits paid to key management personnel totaled to $ 6.0 million in the fiscal year 2021, $ 4.8 million in the fiscal year 2022 and $ 5.3 million in the fiscal year 2023. On September 4, 2014, the Board of Directors adopted a change of control plan which applies to the members of the CODM. This plan defines the conditions under which a severance package will be paid after a change of control of our company. Key management personnel employment agreements include a termination indemnity or additional post-employment compensation. Key management personnel received an aggr egate of 1,499,821 securities in share-based remuneration (free shares and stock options) over the year ended December 31, 2023. The associated non-cash stock-based compensation expense of $ 0.8 million was recognized for 2023. Other transactions with related parties Mr. Godard, a member of the Board of Directors, entered into two service agreements with us and provided consultancy services in the area of (i) global development strategy and (ii) specific development of agricultural biotechnology activities. These agreements were no longer in service in 2023 and 2022. Compensation paid for those services in the year ended December 31, 2021 amounted to $ 71 thousand. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
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Subsequent events | Note 22. Subsequent events On January 16, 2024, Cellectis announced the drawdown of the second tranche of € 15 million under the credit facility agreement entered with the European Investment Bank (EIB); with the issuance of 1,460,053 warrants. Each Tranche B Warrant allows the EIB to subscribe for one ordinary share of the Company, at a price of € 2.53 , corresponding to 99 % of the volume-weighted average price of the Company’s ordinary shares over the last 3 trading days preceding the decision of the board of directors of the Company to issue the Tranche B Warrants. The total number of shares issuable upon exercise of the Tranche B Warrants represents approximately 2 % of the Company’s outstanding share capital as at their issuance date . Tranche B will mature six years from its disbursement date and will accrue interest at a rate of 7 % per annum capitalized annually and payable at maturity. On March 4, 2024, AstraZeneca and Cellectis have approved the first Research Plan. Following this event and pursuant to the JRCA, Cellectis is entitled to receive the corresponding $ 10 million milestone . At the date of this report, all the conditions precedents to the closing of the SIA are met and the closing should occur on the earlier of (i) the third business day following the approval by the Cellectis' board of directors of the Company's annual and consolidated account for the financial year ended on December 31, 2023, and (ii) May 7, 2024 or such other date as may be agreed in writing by the parties. Immediately following the SIA, it is anticipated that AstraZeneca would own approximately 44 % of the share capital of the Company and 30 % of the voting rights of the Company (based on the number of voting rights outstanding immediately after the completion of the Initial Investment) and as per the Company's shareholders decision dated December 22, 2023, Mr. Marc Dunoyer and Dr. Tyrell Rivers will serve on the Company's board of directors as members designated by AstraZeneca. Further, certain business decisions are subject to AstraZeneca’s approval, including, in particular, winding up any company of the Cellectis group, issuing securities senior to or pari passu with the convertible preferred shares or any shares without offering AstraZeneca the option to purchase its pro rata share of such securities (subject to customary exceptions, including issuances under employee equity incentive plans), declaring or paying dividends, prepaying indebtedness before due, and disposing of any material assets concerning gene editing tools or manufacturing facilities and selling, assigning, licensing, encumbering or otherwise disposing of certain material IP rights. |
Accounting principles (Policies
Accounting principles (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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Basis for preparation | 2.1 Basis of preparation The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 were approved by our Board of Directors on April 29, 2024. Our Consolidated Financial Statements are presented in thousand U.S. dollars. The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as endorsed by the European Union. The Consolidated Financial Statements have been prepared using the historical cost measurement basis except for certain assets and liabilities that are measured at fair value in accordance with IFRS. IFRS include International Financial Reporting Standards(“IFRS”), International Accounting Standards (“the IAS”), as well as the interpretations issued by the Standards Interpretation Committee (“the SIC”), and the International Financial Reporting Interpretations Committee(“IFRIC”). The significant accounting methods used to prepare the Consolidated Financial Statements are described below. Application of new or amended standards or new amendments The following pronouncements and related amendments have been adopted by us from January 1, 2023 but had no significant impact on the Consolidated Financial Statements: • IFRS 17 Insurance Contracts (including Amendments to IFRS 17 issued in June 2020 and Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued in December 2021) (issued in May 2017 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued in July 2020 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 8 – Definition of Accounting Estimates (issued on 12 February 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 and IFRS Practice Statement 2 –Disclosure of Accounting Policies (issued in March 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued in May 2021 and Effective for the accounting periods as of January 1, 2023) Standards, interpretations and amendments issued but not yet effective The following pronouncements and related amendments are applicable for first quarter accounting periods beginning after January 1, 2024, as specified below. We do not anticipate that the adoption of these pronouncements and amendments will have a material impact on our results of operations, financial position or cash flows. • Amendments to IAS 1 regarding the classification of liabilities (issued in January 2020 and Effective for the accounting periods as of January 1, 2024) • Amendments to IAS 1 regarding the classification of debt with covenants (issued in October 2022 and Effective for the accounting periods as of January 1, 2024) • Amendment to IFRS 16 to “clarify how a seller-lessee subsequently measures sale and leaseback transactions” (issued in September 2022 and Effective for the accounting periods as of January 1, 2024) Going concern The consolidated financial statements were prepared on a going concern basis. With cash and cash equivalents of $ 136.7 million as of December 31, 2023, and taking into account the € 15.0 million under Tranche B of the € 40.0 million Finance Contract with EIB received in January 2024, and the $ 140 million equity investment we expect to receive pursuant to the Subsequent Investment Agreement, the Company believes its cash and cash equivalents will be sufficient to fund its operations into, assuming receipt of such funds, 2026 and therefore for at least twelve months following the consolidated financial statements’ publication. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect or chose to revise our strategy to extend our cash runway. |
Currency of the financial statements | 2.2 Currency of the financial statements The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro. All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive income (loss) and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Currency Translation Adjustments” in the Consolidated Statements of Changes in Shareholders’ Equity. |
Consolidated entities and non-controlling interests | 2.3 Consolidated entities and non-controlling interests Accounting policy We control all the legal entities included in the consolidation. An investor controls an investee when the investor is exposed to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Control requires power, exposure to variability of returns and a linkage between the two. To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns. In order to ascertain control, potential voting rights which are substantial are taken into consideration. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full consolidation. The Group ensures that it has control over its consolidated subsidiaries. If the Group loses control of a subsidiary and does not exercise significant influence, the subsidiary is deconsolidated as of the date control is lost. At the date when control is lost, the Group derecognizes the assets and liabilities of the subsidiary and of any non-controlling interests in the former subsidiary at their carrying amounts, and recognizes the fair value of any consideration received from the transaction that resulted in the loss of control and the fair value of any investment retained in the former subsidiary. The Group recognises any resulting difference as a gain or loss in profit or loss attributable to the parent. The Groupe also reclassifies to profit or loss, or transfer directly to retained earnings if required by other IFRSs, the amounts recognised in other comprehensive income in relation to the subsidiary. This reclassification is made at parent company level. Investments in associates Associates are entities in which the Group has significant influence in respect of financial and operating policy decisions, but not control. Significant influence is assessed through voting rights. Investments in associates are accounted for under the equity method and are initially recognized at cost. The consolidated financial statements include the Group’s share of the total comprehensive income of associates from the date when significant influence is obtained until the date it ceases. If the Group’s share of losses exceeds its equity interest, the carrying amount of investments consolidated under the equity method is reduced to zero and the Group ceases to recognize its share of future losses unless the Group has a legal or constructive obligation to bear a portion of future losses or to make payments on behalf of the associate. |
Foreign currency | 2.4 Foreign currencies Foreign currency transactions and balances Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rate at the date the transaction first qualifies for recognition. The revaluation is done automatically by the accounting system. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date. Differences arising on settlement or translation of monetary items are recognized as financial income or expenses in profit or loss Non-monetary items that are measured in a foreign currency are translated using the exchange rates at the date of the initial transaction. Non- monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Differences arising on translation of non-monetary items are recognized respectively in profit or loss when the change in fair value of the item is recognized in profit or loss and in OCI when the change in fair value of the item is recognized in OCI. Foreign currency translation On consolidation the assets and liabilities of foreign operations having a functional currency different from the euro are translated into euros at the period end exchange rate. The income and expenses of foreign operations are translated into euros using the average exchange rate for the reporting period. Gains and losses arising from currency translation are recognized in other comprehensive loss. Consolidated financial statements are then converted into U.S. dollars using the method described in Note 2.2. The difference in effect of exchange rate changes on cash and cash equivalents between the statements of consolidated operations and consolidated cash flows is mainly explained by the following elements: • the differential between the average exchange rate and the period end rates applied to the cash flows of the period; • the differential between the opening exchange rates and the period end exchanges rate applied on our opening cash and cash equivalents balance denominated in dollars; and • the foreign exchange rate impact of the conversion of the financial statements of our US subsidiaries. |
Use of judgment, estimates and assumptions | 2.5 Use of judgment, estimates and assumptions The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, including the disclosure of contingent liabilities. Actual amounts may differ from those estimates. The Group’s exposure to risks and uncertainties is disclosed in Note 9.3: Financial instruments risk management and policies. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the period end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. • Revenue Recognition: Collaboration Agreements and Licenses, Sales of Products and Services (Note 4.1) • Research Tax Credit (Note 4.1) • Share-Based Compensation (Note 17) • Provisions for risks and charges (Note 19) • Current financial assets (Note 12.1) • Non Current financial assets (Note 13) • Impairment tests (Note 6) |
Accounting treatment of significant transactions of the period | 2.6 Accounting treatment of significant transactions of the period We present below the accounting treatment applied in the Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 concerning the collaboration and investment agreements entered into with AstraZeneca. The purpose of this section is to bring together information on these transactions and their accounting treatment in the Group's financial statements. It is supplemented by information on the specific financial statement items impacted by these transactions in the notes to the financial statements dedicated to these items hereafter. On November 1, 2023, Cellectis and AstraZeneca announced that they entered into a Joint Research and Collaboration Agreement (the “AZ JRCA”) and an Initial Investment Agreement ("IIA"). Pursuant to the AZ JRCA, the parties will collaborate to develop up to 10 novel cell and gene therapy candidate products, selected from a larger pool of potential targets identified by AZ Ireland, for human therapeutic, prophylactic, palliative, and analgesic purposes. Each party will be responsible for performing research and development activities based on research plans to be agreed upon throughout the initial five-year collaboration term under the AZ JRCA. Pursuant to the IIA, AZ Holdings made an initial equity investment of $ 80 million in Cellectis by subscribing to 16,000,000 ordinary shares at a price of $ 5.00 per share (the “Initial Investment”). Following the Initial Investment, AZ Holdings owned approximately 22 % of the share capital and 21 % of the voting rights of the Company. Following this first equity investment of AstraZeneca, Cellectis signed on November 14, 2023, a Subsequent Investment Agreement (the "SIA") for an additional equity investment of $ 140 million by AstraZeneca that is subject to the fulfilment of the closing conditions described hereafter. The additional investment will be made by way of subscription of 10,000,000 “class A” convertible preferred shares and 18,000,000 “class B” convertible preferred shares, in each case at a price of $ 5.00 per share. Both classes of preferred shares would benefit from a liquidation preference and would be convertible into ordinary shares with the same rights as the outstanding ordinary shares on a one for one basis . Analysis of the Joint Research Collaboration Agreement In addition to an upfront payment of $ 25 million made by AZ Ireland to Cellectis under the AZ JRCA, AZ Ireland will reimburse Cellectis for its budgeted research costs associated with targets identified under the AZ JRCA. Cellectis is also eligible to receive an option exercise fee and development, regulatory and sales-related milestone payments, ranging from $ 70 million up to $ 220 million, per each of the 10 candidate products, plus tiered royalties, which may range from mid-single to low-double digits, based on the sale of Licensed Products (as defined in the JRCA). As part of our analysis of the AZ JRCA under IFRS 15 requirements, we concluded that the $ 25 million upfront payment is to be included in the transaction price at contract inception and allocated to each research activity performance obligations in proportion to their stand-alone selling price. As at December 31, 2023, no Research Plan (as defined in the AZ JRCA), which provides a framework for research activities, had started, and therefore we have not recognized any revenue related to research activity performance obligation. As a result, the entire $ 25 million upfront payment received in November 2023 is recorded within deferred income and contract liabilities at December 31, 2023. Interdependence of the Initial Investment Agreement and the Subsequent Investment Agreement with the AZ JRCA The IIA and the AZ JRCA were both signed on November 1, 2023, and the SIA was subsequently signed on November 14, 2023. The IIA, SIA and AZ JRCA were negotiated concurrently, and the execution of the IIA was a condition to the signing of the AZ JRCA. In addition, for both the IIA and the SIA, the price per share pursuant to such agreements was set at a level significantly higher than the quoted price for the Company’s ordinary shares at their respective signing dates. Considering all these factors, we concluded that in accordance with IFRS standards, the IIA, SIA and AZ JRCA are accounted for as a single transaction as they were not negotiated based upon independently based market conditions. Therefore, in accordance with applicable accounting standards, we allocated a portion of the proceeds received from AstraZeneca under the IIA and the initial fair value of the derivative recognized for the SIA to the AZ JRCA as additional consideration for the services to be rendered under the AZ JRCA, which is recorded as deferred revenue . To estimate the portion of the share purchase price that exceeds fair value, we first assessed the fair value of both investment agreements at the date of initial recognition (i.e., on November 1, 2023 for the IIA and on November 14, 2023 for the SIA ) and allocated to the AZ JRCA a portion of the share purchase proceeds equal to the difference between this initial fair value determination and the transaction price. As the proceeds from the SIA were zero at inception on November 14, 2023, the initial fair value of the SIA is allocated in full to the AZ JRCA. The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows: As of November 1, 2023 Number of shares issued 16,000,000 Spot share price (in €) 2.63 Spot foreign exchange rate 1.05 Fair value of shares in $ thousands 44,272 Proceeds received in $ thousands 80,000 Proceeds reallocated to the JRCA in $ thousands 35,728 The valuation method and parameters used to estimate the fair value of the SIA at initial recognition date is detailed in the section " Accounting treatment of the Subsequent Investment Agreement" below. The initial fair value of the SIA was $ 48.4 million. In accordance with applicable IFRS standards, we allocated $ 35.7 million of the proceeds received from the sale of ordinary shares pursuant to the IIA to the AZ JRCA and $ 48.4 million, representing the fair value of the derivative pursuant to the SIA to the AZ JRCA. As the additional consideration is fixed from the inception of the IIA and SIA, it is reflected in the AZ JRCA transaction price from inception and recorded as deferred revenue totaling $ 84.1 million. The corresponding income will be recognized as revenue in profit and loss, in accordance with the characteristics of AZ JRCA performance obligations, when satisfied. For the year ended December 31, 2023, no corresponding performance obligations have been satisfied. Accounting treatment of the Subsequent Investment Agreement At signing date of the SIA, the closing of this additional equity investment was subject to: • the approval of the extraordinary general meeting of the shareholders of Cellectis. The meeting was held on December 22, 2023 and approved the creation of the convertible preferred shares “class A” and “class B” and the delegation of its share capital increase power to the Board of Directors, • clearance of such investment from the French Ministry of Economy according to the foreign direct investment French regulations, and • other customary closing conditions. As these preferred shares include no contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial liabilities under conditions that are potentially unfavorable to the issuer, they meet the definition of equity instruments as per IAS 32.16, This contract meets all derivatives criteria since its value changes depending on the listed price of Cellectis' ordinary shares, it requires no initial investment as the rights and obligations will be performed on the closing date and it is to be settled at a future date that is expected to occur by March 31, 2024. This contract does not meet the “fixed for fixed” condition set in IAS 32.16 and 22 since it will be settled by the exchange of a fixed amount in a currency that is not the functional currency of the Company for a fixed number of equity instruments. Based on these factors, the SIA is a derivative and shall therefore be recognized according to the principles of IFRS 9, under which the derivative instrument is recognized at its fair value with any subsequent change of fair value recognized in profit and loss. On the closing date of the SIA (i.e. upon completion of the additional investment), the cash received will be recognized on the balance sheet, the derivative will be derecognized, and any difference between the cash received and the fair value of the derivative at closing date will be recognized against share premium and share capital. Valuation of the derivative On November 14, 2023, the execution of the SIA does constitute a commitment by AstraZeneca and does not constitute a firm commitment by Cellectis to deliver the shares as completion of the transaction is still subject to conditions precedent, including the approval by the Cellectis shareholders' general meeting. The general meeting called to vote on this transaction was held on December 22, 2023, and approval was approved. Based on this fact pattern, we value the SIA at initial recognition as a put option held by Cellectis with a maturity on the date of the general meeting. From the date of approval at Cellectis' general meeting, we value the SIA as a forward sale of new shares, with a maturity on the expected date of completion of the investment. The absence of dividends and the short residual maturity of the forward sale make the two types of instruments economically similar and this distinction has limited impact on the valuation. The fair value of the derivative is estimated as follows: • Based on the expected maturity of the derivative by management, we estimated fair value conditional on completion of the transaction using a valuation model with observable inputs, such as the Cellectis share price, risk-free rate and forward exchange rate. The inputs are detailed in the table below. • We applied to this conditional fair value a weighting based on management's estimate of the probability of the transaction being completed (i.e. of the remaining conditions precedent being fulfilled). To estimate this probability of occurrence, we have estimated for each condition precedent the probability that it will be fulfilled on the basis of empirical, qualitative and quantitative criteria at each valuation date. Given the absence of significant movements in the share price on and after November 14, 2023, we consider that the market was already anticipating this investment on November 14, 2023, and consequently that valuations should not be adjusted for dilutive effects. As the valuation is based on both observable and unobservable inputs (mainly the probability of investment completion and the expected life of the derivative), this is a level 3 instrument under the IFRS 13 fair value hierarchy. At initial recognition on November 14, 2023, and as of December 31, 2023, assumptions used and estimated fair value are as follows: As of November 14, 2023 As of December 31, 2023 Number of shares to be issued 28,000,000 28,000,000 Subscription price (in $) 5.00 5.00 Expected life of derivative (in years) 0.11 0.25 Spot share price (in €) 2.33 2.76 Forward foreign exchange rate at maturity 1.09 1.10 Risk-free rate at maturity 5.7 % 5.5 % Volatility 119.6 % n.a. Probability of transaction completion 72.0 % 81.0 % Fair value in $ thousands 48,365 42,694 We performed fair value sensitivity tests on assumptions that are sensitive and require management's judgment (i.e. the probability of investment completion and the expected life of the derivative). The results of these tests are presented below. Sensitivity of the derivative fair value to the probability of transaction completion Fair value in $ thousands As of November 14, 2023 As of December 31, 2023 Probability of transaction completion - 2 % 47,022 41,640 Expected probability of transaction completion estimated by management 48,365 42,694 Probability of transaction completion + 2 % 49,709 43,748 Sensitivity of the derivative fair value to the expected life of the derivative Fair value in $ thousands As of December 31, 2023 Expected life of derivative +1 month 42,197 Expected life of derivative estimated by management 42,694 Expected life of derivative -1 month 43,194 The sensitivity of the fair value to the expected life of the derivative at the initial recognition date is not presented, as the estimated term of the derivative at that date corresponds to the date of the Cellectis shareholders' meeting called to authorize the transaction, which is already a fixed and known date. At initial recognition, the fair-value measurement of the derivative is $ 48.4 million. The fair value of this instrument has been remeasured on December 31, 2023 and amounts to $ 42.7 million. The difference in fair value measurement of 5.7 million has been recognized in financial expense. |
Accounting principles (Tables)
Accounting principles (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Fair value of Initial Investment Agreement at Initial Recognition Date Determined on Basis of Share Price | The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows: As of November 1, 2023 Number of shares issued 16,000,000 Spot share price (in €) 2.63 Spot foreign exchange rate 1.05 Fair value of shares in $ thousands 44,272 Proceeds received in $ thousands 80,000 Proceeds reallocated to the JRCA in $ thousands 35,728 |
Summary of Assumptions Used and Estimated Fair Value | At initial recognition on November 14, 2023, and as of December 31, 2023, assumptions used and estimated fair value are as follows: As of November 14, 2023 As of December 31, 2023 Number of shares to be issued 28,000,000 28,000,000 Subscription price (in $) 5.00 5.00 Expected life of derivative (in years) 0.11 0.25 Spot share price (in €) 2.33 2.76 Forward foreign exchange rate at maturity 1.09 1.10 Risk-free rate at maturity 5.7 % 5.5 % Volatility 119.6 % n.a. Probability of transaction completion 72.0 % 81.0 % Fair value in $ thousands 48,365 42,694 |
Schedule of Sensitivity of Derivative Fair Value to Probability of Transaction Completion | Sensitivity of the derivative fair value to the probability of transaction completion Fair value in $ thousands As of November 14, 2023 As of December 31, 2023 Probability of transaction completion - 2 % 47,022 41,640 Expected probability of transaction completion estimated by management 48,365 42,694 Probability of transaction completion + 2 % 49,709 43,748 |
Schedule of Sensitivity of Derivative Fair Value to Expected Life of Derivative | Sensitivity of the derivative fair value to the expected life of the derivative Fair value in $ thousands As of December 31, 2023 Expected life of derivative +1 month 42,197 Expected life of derivative estimated by management 42,694 Expected life of derivative -1 month 43,194 |
Scope of consolidation and no_2
Scope of consolidation and non-consolidated entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of analysis of single amount of discontinued operations [line items] | |
The Effect of Adjustments on Cellectis' Statements of Financial Position and Statements of Operations | The effect of these adjustments on Cellectis' consolidated statements of financial position, consolidated statements of operations, statements of consolidated comprehensive income and consolidated statements of changes in shareholders equity for each period concerned is presented below. We do not present consolidated cash flows statements for the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023 as the adjustments have no effect on the net cash flows from operating, investment or financing activities. There are no material adjustments relating to three-month period ended March 31, 2023, three-month period ended September 30, 2023 or to periods prior to 2023. For the three and six-month periods ended June 30, 2023 (unaudited) CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) As of June 30, 2023 Adjustments As of June 30, 2023 $ in thousands ASSETS Total non-current assets 114,389 114,389 Total current assets 113,285 113,285 Total assets held for sale TOTAL ASSETS 227,674 227,674 LIABILITIES Shareholders’ equity Share capital 3,491 3,491 Premiums related to the share capital 476,224 1,066 477,291 Currency translation adjustment ( 37,050 ) ( 37,050 ) Retained earnings ( 305,392 ) ( 305,392 ) Net income (loss) ( 40,715 ) ( 1,066 ) ( 41,781 ) Total shareholders’ equity - Group Share 96,558 96,558 Non-controlling interests Total shareholders’ equity 96,558 96,558 Total non-current liabilities 89,068 89,068 Total current liabilities 42,047 42,047 Total liabilities related to asset held for sale TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 227,674 227,674 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the six-month period ended June 30, 2023 Adjustments For the six-month period ended June 30, 2023 $ in thousands Total revenues and other income 5,560 5,560 Total operating expenses ( 52,612 ) ( 52,612 ) Financial income 33,041 ( 21,827 ) 11,214 Financial expenses ( 21,461 ) ( 21,461 ) Net Financial gain (loss) 11,580 ( 21,827 ) ( 10,247 ) Income tax ( 258 ) ( 258 ) Income (loss) from continuing operations ( 35,731 ) ( 21,827 ) ( 57,557 ) Income (loss) from discontinued operations ( 10,377 ) 18,769 8,392 Net income (loss) ( 46,108 ) ( 3,058 ) ( 49,165 ) Attributable to shareholders of Cellectis ( 40,715 ) ( 1,066 ) ( 41,781 ) Attributable to non-controlling interests ( 5,393 ) ( 1,991 ) ( 7,384 ) Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) ( 0.76 ) ( 0.02 ) ( 0.78 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.09 ) 0.39 0.29 INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) For the six-month period ended June 30, 2023 Adjustments For the six-month period ended June 30, 2023 $ in thousands Net income (loss) ( 46,108 ) ( 3,058 ) ( 49,165 ) Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations ( 42 ) ( 42 ) Currency translation adjustment 2,272 ( 14 ) 2,258 Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations 2,272 ( 14 ) 2,258 Other comprehensive income (loss) from discontinued operations ( 1,233 ) 14 ( 1,219 ) Total Comprehensive income (loss) ( 45,111 ) ( 3,058 ) ( 48,168 ) Attributable to shareholders of Cellectis ( 41,172 ) ( 1,080 ) ( 42,252 ) Attributable to non-controlling interests ( 3,939 ) ( 1,978 ) ( 5,916 ) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the three-month period ended June 30, 2023 Adjustments For the three-month period ended June 30, 2023 $ in thousands Total revenues and other income 2,001 2,001 Total operating expenses ( 25,660 ) ( 25,660 ) Financial income 32,266 ( 21,827 ) 10,440 Financial expenses ( 16,284 ) ( 16,284 ) Net Financial gain (loss) 15,982 ( 21,827 ) ( 5,845 ) Income tax ( 258 ) ( 258 ) Income (loss) from continuing operations ( 7,935 ) ( 21,827 ) ( 29,762 ) Income (loss) from discontinued operations ( 5,647 ) 19,482 13,834 Net income (loss) ( 13,583 ) ( 2,345 ) ( 15,928 ) Attributable to shareholders of Cellectis ( 10,648 ) ( 723 ) ( 11,371 ) Attributable to non-controlling interests ( 2,935 ) ( 1,622 ) ( 4,557 ) Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) ( 0.19 ) ( 0.01 ) ( 0.20 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.05 ) 0.38 0.33 INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) For the three-month period ended June 30, 2023 Adjustments For the three-month period ended June 30, 2023 $ in thousands Net income (loss) ( 13,583 ) ( 2,345 ) ( 15,928 ) Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations ( 21 ) ( 21 ) Currency translation adjustment 4,751 ( 13 ) 4,736 Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations 4,751 ( 13 ) 4,736 Other comprehensive income (loss) from discontinued operations ( 4,906 ) 13 ( 4,892 ) Total Comprehensive income (loss) ( 13,760 ) ( 2,345 ) ( 16,105 ) Attributable to shareholders of Cellectis ( 11,139 ) ( 736 ) ( 11,876 ) Attributable to non-controlling interests ( 2,620 ) ( 1,609 ) ( 4,229 ) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) Share Capital Equity Number of shares Amount Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income attributable to shareholders of Cellectis Non controlling interests Total As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 40,715 ) ( 40,715 ) ( 5,393 ) ( 46,108 ) Other comprehensive income (loss) ( 415 ) ( 42 ) - ( 458 ) 1,454 997 Total comprehensive income (loss) ( 415 ) ( 42 ) ( 40,715 ) ( 41,172 ) ( 3,939 ) ( 45,111 ) Allocation of prior period loss ( 106,139 ) 106,139 - - Capital increase of Cellectis 9,907,800 536 24,482 25,017 25,017 Transaction costs related to Cellectis’ capital increase ( 1,455 ) - ( 1,455 ) ( 1,455 ) Operation between shareholders 342 342 ( 342 ) - Loss of control over Calyxt - - ( 4,440 ) ( 4,440 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,030 ) ( 12 ) ( 8,042 ) - ( 8,042 ) Non-cash stock-based compensation expense 4,053 - 4,053 852 4,905 Other movements ( 133,976 ) 133,824 ( 152 ) ( 105 ) ( 257 ) As of June 30, 2023 55,583,768 3,491 476,224 ( 37,050 ) ( 305,392 ) ( 40,715 ) 96,558 0 96,558 As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 41,781 ) ( 41,781 ) ( 7,384 ) ( 49,165 ) Other comprehensive income (loss) ( 439 ) ( 32 ) - ( 471 ) 1,468 997 Total comprehensive income (loss) ( 439 ) ( 32 ) ( 41,781 ) ( 42,252 ) ( 5,916 ) ( 48,168 ) Allocation of prior period loss ( 106,139 ) 106,139 - - Capital increase of Cellectis 9,907,800 536 24,482 25,017 25,017 Transaction costs related to Cellectis’ capital increase ( 1,455 ) - ( 1,455 ) ( 1,455 ) Operation between shareholders 342 342 ( 342 ) - Loss of control over Calyxt - - ( 3,625 ) ( 3,625 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,007 ) ( 12 ) ( 8,019 ) - ( 8,019 ) Non-cash stock-based compensation expense 5,119 - 5,119 2,006 7,125 Other movements ( 133,976 ) 133,814 ( 163 ) ( 95 ) ( 257 ) As of June 30, 2023 55,583,768 3,491 477,291 ( 37,050 ) ( 305,392 ) ( 41,781 ) 96,558 0 96,558 For the nine-month periods ended September 30, 202 3 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) As of September 30, 2023 Adjustments As of September 30, 2023 $ in thousands ASSETS Total non-current assets 113,205 113,205 Total current assets 96,494 96,494 Total assets held for sale TOTAL ASSETS 209,700 209,700 LIABILITIES Shareholders’ equity Share capital 3,492 3,492 Premiums related to the share capital 473,325 1,066 474,391 Currency translation adjustment ( 37,505 ) ( 37,505 ) Retained earnings ( 304,994 ) ( 304,994 ) Net income (loss) ( 58,197 ) ( 1,066 ) ( 59,264 ) Total shareholders’ equity - Group Share 76,123 76,123 Non-controlling interests Total shareholders’ equity 76,123 76,123 Total non-current liabilities 89,625 89,625 Total current liabilities 43,953 43,953 Total liabilities related to asset held for sale TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 209,700 209,700 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the nine-month period ended September 30, 2023 Adjustments For the nine-month period ended September 30, 2023 $ in thousands Total revenues and other income 7,203 7,203 Total operating expenses ( 74,926 ) ( 74,926 ) Operating income (loss) ( 67,723 ) ( 67,723 ) Financial income 37,960 ( 21,827 ) 16,133 Financial expenses ( 23,085 ) ( 23,085 ) Net Financial gain (loss) 14,875 ( 21,827 ) ( 6,952 ) Income tax ( 365 ) ( 365 ) Income (loss) from continuing operations ( 53,213 ) ( 21,827 ) ( 75,040 ) Income (loss) from discontinued operations ( 10,377 ) 18,769 8,392 Net income (loss) ( 63,590 ) ( 3,058 ) ( 66,648 ) Attributable to shareholders of Cellectis ( 58,197 ) ( 1,066 ) ( 59,264 ) Attributable to non-controlling interests ( 5,393 ) ( 1,991 ) ( 7,384 ) Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) ( 1.07 ) ( 0.02 ) ( 1.09 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.09 ) 0.38 0.29 INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) For the nine-month period ended September 30, 2023 Adjustments For the nine-month period ended September 30, 2023 $ in thousands Net income (loss) ( 63,590 ) ( 3,058 ) ( 66,648 ) Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations 55 55 Currency translation adjustment 1,620 ( 18 ) 1,602 Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations 1,620 ( 18 ) 1,602 Other comprehensive income (loss) from discontinued operations ( 1,012 ) 18 ( 994 ) Total Comprehensive income (loss) ( 62,927 ) ( 3,058 ) ( 65,985 ) Attributable to shareholders of Cellectis ( 59,002 ) ( 1,084 ) ( 60,086 ) Attributable to non-controlling interests ( 3,925 ) ( 1,974 ) ( 5,899 ) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) Share Capital Equity Number of shares Amount Premiums related to share capital Currency translation adjustment Retained earnings (deficit) Income attributable to shareholders of Cellectis Non controlling interests Total As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 58,197 ) ( 58,197 ) ( 5,393 ) ( 63,590 ) Other comprehensive income (loss) ( 859 ) 55 ( 805 ) 1,468 663 Total comprehensive income (loss) ( 859 ) 55 ( 58,197 ) ( 59,002 ) ( 3,925 ) ( 62,927 ) Allocation of prior period loss ( 106,139 ) 106,139 Capital increase of Cellectis 9,907,800 537 24,536 25,073 25,073 Transaction costs related to Cellectis’ capital increase ( 1,459 ) ( 1,459 ) ( 1,459 ) Operation between shareholders 343 343 ( 343 ) Loss of control over Calyxt ( 4,440 ) ( 4,440 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,041 ) ( 19 ) ( 8,060 ) ( 8,060 ) Non-cash stock-based compensation expense 1,400 1,400 852 2,252 Other movements ( 134,273 ) 134,131 ( 142 ) ( 117 ) ( 259 ) As of September 30, 2023 55,583,768 3,492 473,325 ( 37,505 ) ( 304,994 ) ( 58,197 ) 76,121 ( 0 ) 76,123 As of January 1, 2023 45,675,968 2,955 583,122 ( 28,605 ) ( 333,365 ) ( 106,139 ) 117,968 7,973 125,941 Net Loss ( 59,264 ) ( 59,264 ) ( 7,384 ) ( 66,648 ) Other comprehensive income (loss) ( 877 ) 55 - ( 822 ) 1,485 663 Total comprehensive income (loss) ( 877 ) 55 ( 59,264 ) ( 60,086 ) ( 5,899 ) ( 65,985 ) Allocation of prior period loss ( 106,139 ) 106,139 Capital increase of Cellectis 9,907,800 537 24,536 25,073 25,073 Transaction costs related to Cellectis’ capital increase ( 1,459 ) ( 1,459 ) ( 1,459 ) Operation between shareholders 343 343 ( 343 ) Loss of control over Calyxt ( 3,625 ) ( 3,625 ) OCI Reclassification pursuant to Calyxt's deconsolidation ( 8,024 ) ( 12 ) ( 8,036 ) - ( 8,036 ) Non-cash stock-based compensation expense 2,466 - 2,466 2,006 4,472 Other movements ( 134,273 ) 134,125 ( 148 ) ( 111 ) ( 259 ) As of September 30, 2023 55,583,768 3,492 474,391 ( 37,505 ) ( 304,994 ) ( 59,264 ) 76,121 0 76,123 |
Discontinued operations [member] | |
Disclosure of analysis of single amount of discontinued operations [line items] | |
Impact of Deconsolidation on Group's Financial Statements | On the date of loss of control, the profit from Calyxt’s deconsolidation is as follows: As of May 31, 2023 Assets held for sale ( 19,714 ) Liabilities related to assets held for sale 23,592 Non-controlling interests 3,625 Net assets, liabilities and equity derecognized 7,503 Consideration received in cash - Fair value of the retained investment 15,097 Consideration received 15,097 Profit from deconsolidation 22,600 |
Information concerning the Gr_2
Information concerning the Group's Consolidated Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Revenues By Country of Origin and Other Income | Revenues by country of origin and other income For the year ended December 31, 2021 2022 2023 $ in thousands From France 30,347 19,171 755 From USA - - - Revenues 30,347 19,171 755 Research tax credit 8,239 6,546 6,582 Subsidies and other 11 7 1,856 Other income 8,250 6,553 8,438 Total revenues and other income 38,597 25,725 9,193 |
Revenues by Nature | Revenues by nature For the year ended December 31, 2021 2022 2023 $ in thousands Other revenues from collaboration agreements 29,971 18,230 - Collaboration agreements 29,971 18,230 - Licenses 250 686 605 Products & services 125 255 150 Total revenues 30,347 19,171 755 |
Details of Operating Expenses by Nature | Details of operating expenses by nature For the year ended December 31, Cost of revenue 2022 2023 Cost of goods sold 0 - Royalty expenses ( 1,772 ) ( 737 ) Cost of revenue ( 1,772 ) ( 737 ) For the year ended December 31, Research and development expenses 2022 2023 Wages and salaries ( 38,523 ) ( 32,936 ) Social charges on stock option grants 10 ( 270 ) Non-cash stock-based compensation expense ( 4,098 ) ( 3,952 ) Personnel expenses ( 42,610 ) ( 37,158 ) Purchases and external expenses ( 37,736 ) ( 32,996 ) Other ( 17,154 ) ( 17,492 ) Total research and development expenses ( 97,501 ) ( 87,646 ) For the year ended December 31, Selling, general and administrative expenses 2022 2023 Wages and salaries ( 5,686 ) ( 5,994 ) Social charges on stock option grants ( 43 ) ( 106 ) Non-cash stock-based compensation expense ( 1,945 ) ( 1,281 ) Personnel expenses ( 7,674 ) ( 7,381 ) Purchases and external expenses ( 6,712 ) ( 6,682 ) Other ( 3,108 ) ( 2,749 ) Total selling, general and administrative expenses ( 17,494 ) ( 16,812 ) For the year ended December 31, Personnel expenses 2022 2023 Wages and salaries ( 44,209 ) ( 38,930 ) Social charges on stock option grants ( 33 ) ( 376 ) Non-cash stock-based compensation expense ( 6,043 ) ( 5,233 ) Total personnel expenses ( 50,285 ) ( 44,539 ) For the year ended December 31, 2022 2023 Other operating income (expenses) 1,377 ( 1,300 ) |
Details of Financial Income and Expenses | Details of financial income and expenses For the year ended December 31, Financial income and expenses 2021 2022 2023 Income from cash, cash equivalents and financial assets 719 1,120 3,614 Foreign exchange gains 11,860 7,541 17,618 Gain on fair value measurement 245 Other financial income 638 219 2 Financial income 13,218 8,880 21,479 Interest on financial liabilities ( 368 ) ( 371 ) ( 2,246 ) Foreign exchange losses ( 2,119 ) ( 1,481 ) ( 13,402 ) Loss on fair value measurement ( 20,813 ) Interest on lease liabilities ( 3,803 ) ( 3,416 ) ( 3,061 ) Other financial expenses ( 197 ) ( 12,546 ) ( 1,121 ) Financial expenses ( 6,486 ) ( 17,815 ) ( 40,642 ) Net financial gain (loss) 6,731 ( 8,935 ) ( 19,163 ) |
Disclosure of Income Tax (Expense or Income) | Tax proof For the year ended December 31, 2021 2022 2023 $ in thousands Income (loss) before taxes from continuing operations ( 96,749 ) ( 98,601 ) ( 116,464 ) Theoretical group tax rate (1) 24.38 % 25.16 % 25.12 % Theoretical tax benefit (expense) 23,584 24,804 29,259 Increase/decrease in tax benefit arising from: Permanent differences ( 1,228 ) ( 162 ) 736 Research tax credit 4,284 4,852 1,645 Share-based compensation & other IFRS adjustments ( 3,596 ) ( 987 ) ( 1,134 ) Non recognition of deferred tax assets related to tax losses and temporary differences ( 22,997 ) ( 28,557 ) ( 30,876 ) Other differences (2) ( 47 ) ( 38 ) - Effective tax expense - ( 87 ) ( 371 ) Effective tax rate 0.00 % 0.09 % 0.32 % (1) The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25 % for France and 21 % for the United States, weighted by the pre-tax income from each country. (2) Primarily relates to intercompany transactions between discontinued and continuing operations. |
Disclosure of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities For the year ended December 31, 2021 2022 2023 $ in thousands Credits and net operating loss carryforwards 157,823 124,263 155,673 Capitalization of R&D expenses under SEC 174 rule - 2,792 4,092 Pension commitments 1,018 597 550 Leases liabilities 17,660 12,698 11,478 Revaluations of financial assets - - 15,830 Deferred tax assets from other deductible differences 1,728 1,452 772 Non-recognition of deferred tax assets ( 155,982 ) ( 128,448 ) ( 177,001 ) Deferred tax assets 22,247 13,354 11,392 - Accelerated depreciation of assets for tax purposes ( 1,286 ) ( 740 ) Right-of-use assets and other leases-related effects ( 16,547 ) ( 11,923 ) ( 10,401 ) Deferred tax liabilities from other taxable differences ( 5,700 ) ( 145 ) ( 410 ) Deferred tax liabilities ( 22,247 ) ( 13,354 ) ( 11,550 ) - Net deferred tax assets/(liabilities) - - ( 158 ) For the year ended December 31, Reflected in the statement of financial position as follows: 2021 2022 2023 $ in thousands Deferred tax assets - - - Deferred tax liabilities - - ( 158 ) Net deferred tax assets/(liabilities) - - ( 158 ) (1) Other deferred tax assets as of December 31, 2023 relate mainly to US R&D expenses capitalized under Internal Revenue Code section 174. |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |
Schedule Of Income Statement Of Discontinued Operations | The results of Calyxt are as follows : For the year ended December 31, 2021 2022 2023 ** Revenues and other income 28,475 157 43 Operating expenses ( 55,671 ) ( 21,342 ) ( 10,944 ) Operating income (loss) ( 27,196 ) ( 21,186 ) ( 10,901 ) Net Financial gain (loss) ( 1,162 ) 5,840 ( 3,307 ) Profit from deconsolidation 22,600 Net income (loss) from discontinued operations and gain on deconsolidation ( 28,358 ) ( 15,345 ) 8,392 ** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation The earning per share attributable to Calyxt is as follows :17 For the year ended December 31, 2021 2022 2023 ** Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations ( 0.39 ) ( 0.16 ) 0.28 ** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Calyxt [Member] | |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |
Disclosure Of Detailed Information About Assets And Liabilities Held For Sale Discontinued Operations Explanatory | The major classes of assets and liabilities of Calyxt classified as held for sale are as follows: As of December 31, As of May 31, As of December 31, 2022 2023 2023 Intangible assets 697 697 - Property, plant, and equipment 4,110 4,118 - Right-of-use assets 13,263 13,139 - Other non-current assets - - - Other current assets 272 119 - Cash and cash equivalents 3,427 1,642 - Total assets held for sale 21,768 19,714 - Non-current lease debts 13,387 13,140 - Other non-current liabilities - - - Current financial liabilities 267 5,647 - Current lease debts 463 406 - Trade payables 747 4,097 - Other current liabilities - 301 - Total liabilities related to assets held for sale 14,864 23,592 - Net assets held for sale 6,903 ( 3,878 ) - |
Schedule Of Cash Flow Statement Of Discontinued Operations | The net cash flows incurred by Calyxt are as follows: For the year ended December 31, 2021 2022 2023 ** Net cash flows provided by (used in) operating activities of discontinued operations ( 16,746 ) ( 18,601 ) ( 3,644 ) Net cash flows provided by (used in) investing activities of discontinued operations 10,979 ( 446 ) 79 Net cash flows provided by (used in) financing activities of discontinued operations 2,294 8,650 1,781 (Decrease) increase in cash and cash equivalents ( 3,473 ) ( 10,396 ) ( 1,784 ) ** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Details Information About Intangible Assets | Details of intangible assets Software and Patents Assets under construction Total $ in thousands Net book value as of January 1, 2021 889 695 1,584 Additions - 956 956 Disposal ( 310 ) - ( 310 ) Reclassification 956 ( 956 ) - Depreciation & impairment expense ( 304 ) - ( 304 ) Translation adjustments ( 19 ) ( 54 ) ( 72 ) Net book value as of December 31, 2021 1,212 641 1,854 Gross value at end of period 3,437 641 4,078 Accumulated depreciation and impairment at end of period ( 2,225 ) - ( 2,225 ) Net book value as of January 1, 2022 1,212 641 1,854 Additions 8 - 8 Reclassification 92 - 92 Depreciation & impairment expense ( 492 ) - ( 492 ) Translation adjustments ( 10 ) ( 37 ) ( 47 ) Reclassification to assets held for sale ( 697 ) - ( 697 ) Net book value as of January 1, December 31, 2022 114 604 718 Gross value at end of period 2,357 604 2,961 Accumulated depreciation and impairment at end of period ( 2,192 ) - ( 2,192 ) Net book value as of January 1, 2023 114 604 718 Additions - - - Disposal - - - Depreciation & impairment expense ( 69 ) - ( 69 ) Translation adjustments 1 22 22 Net book value as of January 1, December 31, 2023 46 626 671 Gross value at end of period 2,352 626 2,978 Accumulated depreciation and impairment at end of period ( 2,306 ) - ( 2,306 ) |
Right-of-use assets (Tables)
Right-of-use assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Disclosure Of Detailed Information About Breakdown Of Right Of Use Assets Explanatory | The breakdown of right-of-use assets is as follows: Building lease Office and laboratory equipment Total $ in thousands Net book value as of January 1, 2021 62,424 11,421 73,845 Additions ( 139 ) 6,336 6,197 Depreciation & impairment expense ( 5,721 ) ( 3,300 ) ( 9,021 ) Translation adjustments ( 1,367 ) ( 231 ) ( 1,598 ) Net book value as of December 31, 2021 55,197 14,226 69,423 Gross value at end of period 69,782 19,696 89,478 Accumulated depreciation and impairment at end of period ( 14,586 ) ( 5,470 ) ( 20,056 ) Net book value as of January 1, 2022 55,197 14,226 69,423 Additions 396 310 706 Disposal ( 2,988 ) ( 459 ) ( 3,447 ) Depreciation & impairment expense ( 4,766 ) ( 3,280 ) ( 8,046 ) Translation adjustments ( 915 ) ( 183 ) ( 1,099 ) Reclassification to assets held for sale ( 13,257 ) ( 6 ) ( 13,263 ) Net book value as of December 31, 2022 33,666 10,608 44,275 Gross value at end of period 49,421 17,742 67,163 Accumulated depreciation and impairment at end of period ( 15,755 ) ( 7,133 ) ( 22,889 ) Net book value as of January 1, 2023 33,666 10,608 44,275 Additions 1,678 98 1,776 Disposal ( 102 ) - ( 102 ) Depreciation & impairment expense ( 5,081 ) ( 3,318 ) ( 8,399 ) Translation adjustments 442 69 510 Net book value as of December 31, 2023 30,602 7,457 38,060 Gross value at end of period 51,863 18,022 69,885 Accumulated depreciation at end of period ( 21,261 ) ( 10,565 ) ( 31,825 ) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Summary of Property, Plant and Equipment Estimated Useful Lives | The estimated useful lives are as follows: Buildings and other outside improvements 10 - 20 years Leasehold improvements 5 - 10 years Office furniture 10 years Laboratory equipment 3 - 10 years Office equipment 5 years IT equipment 3 years |
Details of Property, Plant and Equipment | Details of property, plant and equipment Lands and Buildings Technical equipment Fixtures, fittings and other equipment Assets under construction Total $ in thousands Net book value as of January 1, 2021 16,765 4,436 3,171 47,301 71,673 Additions 2,956 5,352 1,339 6,035 15,682 Disposal - - - ( 2 ) ( 2 ) Reclassification ( 1,694 ) 52,577 ( 612 ) ( 50,208 ) 63 Depreciation & impairment expense ( 2,442 ) ( 4,065 ) ( 767 ) - ( 7,275 ) Translation adjustments ( 852 ) ( 228 ) ( 75 ) ( 141 ) ( 1,296 ) Net book value as of December 31, 2021 14,733 58,072 3,056 2,985 78,846 Gross value at end of period 22,426 75,511 5,043 2,985 105,965 Accumulated depreciation and impairment at end of period ( 7,693 ) ( 17,440 ) ( 1,987 ) ( 0 ) ( 27,119 ) Net book value as of January 1, 2022 14,733 58,072 3,056 2,985 78,846 Additions 56 311 364 2,113 2,844 Disposal ( 3 ) ( 193 ) ( 453 ) ( 1,057 ) ( 1,706 ) Reclassification ( 1,359 ) 4,211 28 ( 2,973 ) ( 93 ) Depreciation & impairment expense ( 1,944 ) ( 8,516 ) ( 711 ) 0 ( 11,171 ) Translation adjustments ( 646 ) ( 220 ) ( 7 ) ( 116 ) ( 989 ) Reclassification to assets held for sale ( 1,517 ) ( 2,593 ) - - ( 4,110 ) Net book value as of December 31, 2022 9,321 51,072 2,277 952 63,621 Gross value at end of period 17,742 72,847 4,914 952 96,454 Accumulated depreciation and impairment at end of period ( 8,421 ) ( 21,775 ) ( 2,637 ) - ( 32,832 ) Net book value as of January 1, 2023 9,321 51,072 2,277 952 63,621 Additions - 60 19 993 1,071 Disposal ( 173 ) ( 153 ) ( 1 ) ( 64 ) ( 391 ) Reclassification 332 258 3 ( 593 ) - Depreciation & impairment expense ( 1,911 ) ( 7,191 ) ( 963 ) - ( 10,064 ) Translation adjustments 298 85 20 40 443 Net book value as of December 31, 2023 7,868 44,131 1,354 1,328 54,681 Gross value at end of period 18,544 73,483 4,973 1,271 98,270 Accumulated depreciation and impairment at end of period ( 10,676 ) ( 29,351 ) ( 3,619 ) 57 ( 43,589 ) |
Financial assets and liabilit_2
Financial assets and liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Summary of Financial Assets and Liabilities | The following table shows the carrying amounts and fair values of financial assets and financial liabilities. Accounting category Book value on the statement of financial position Fair Value Hierarchy As of December 31, 2022 Fair value through profit and loss Amortized cost Level 1 Level 2 Level 3 $ in thousands Financial assets Non-current financial assets 4,716 4,075 8,791 4,716 Trade receivables - 772 772 Subsidies receivables - 14,496 14,496 Current financial assets 7,907 - 7,907 7,907 Cash and cash equivalents 89,789 - 89,789 89,789 Total financial assets 102,413 19,343 121,756 94,506 - 7,907 Financial liabilities - - - Non-current lease debts - 49,358 49,358 Non-current financial liabilities - 20,531 20,531 Current lease debts - 7,872 7,872 Current financial liabilities - 5,088 5,088 Trade payables - 21,456 21,456 Other current liabilities - 13,179 13,179 Total financial liabilities - 117,484 117,484 - - - Accounting category Book value on the statement of financial position Fair Value Hierarchy As of December 31, 2023 Fair value through profit and loss Amortized cost Level 1 Level 2 Level 3 $ in thousands Financial assets Non-current financial assets 4,656 3,197 7,853 4,656 Trade receivables - 569 569 Subsidies receivables - 20,900 20,900 Current financial assets 67,107 0 67,107 24,413 42,694 Cash and cash equivalents 136,708 - 136,708 136,708 Total financial assets 208,471 24,666 233,136 165,777 - 42,694 Financial liabilities Non-current lease debts - 42,948 42,948 Non-current derivative instruments (EIB warrants) 7,797 - 7,797 7,797 Other non-current financial liabilities - 41,327 41,327 Current lease debts - 8,502 8,502 Current financial liabilities - 5,289 5,289 Trade payables - 19,069 19,069 Other current liabilities - 10,219 10,219 Total financial liabilities 7,797 127,354 135,151 - - 7,797 |
Trade receivables and other c_2
Trade receivables and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Disclosure of Trade Receivables | 11.1 Trade receivables As of December 31, As of December 31, 2022 2023 $ in thousands Trade receivables 772 569 Allowance for expected credit losses - - Total net value of trade receivables 772 569 |
Disclosure of Subsidies Receivables | 11.2 Subsidies receivables As of December 31, As of December 31, 2022 2023 $ in thousands Research tax credit 14,496 20,900 Other subsidies - - Total subsidies receivables 14,496 20,900 |
Disclosure of Other Current Assets | 11.3 Other current assets As of December 31, As of December 31, 2022 2023 $ in thousands VAT receivables 1,140 1,414 Income tax receivable 192 Prepaid expenses and other prepayments 6,233 5,716 Tax and social receivables 1,166 55 Deferred expenses and other current assets 538 345 Total other current assets 9,078 7,722 |
Current financial assets and _2
Current financial assets and Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of financial assets [line items] | |
Summary of Current Financial Assets and Cash and Cash Equivalents | As of December 31, 2022 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 7,907 - 7,907 Cash and cash equivalents 89,789 - 89,789 Current financial assets and cash and cash equivalents 97,697 - 97,697 As of December 31, 2023 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 67,107 - 67,107 Cash and cash equivalents 136,708 - 136,708 Current financial assets and cash and cash equivalents 203,815 - 203,815 |
Details of Cash and Cash Equivalents | Details of cash and cash equivalents As of December 31, As of December 31, 2022 2023 $ in thousands Cash and bank accounts 65,012 81,708 Money market funds 13,578 - Fixed bank deposits 11,200 55,000 Total cash and cash equivalents 89,789 136,708 |
Financial liabilities (Tables)
Financial liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Detail of financial liabilities | Detail of financial liabilities As of December 31, 2022 As of December 31, 2023 $ in thousands Conditional advances - 1,448 Lease debts 49,358 42,948 State Guaranteed loan « PGE » 13,569 8,950 EIB loan - 18,046 EIB warrants - 7,797 Other non-current financial liabilities 6,962 12,884 Total non-current financial liabilities and non-current lease debts 69,889 92,073 Lease debts 7,872 8,502 State Guaranteed loan « PGE » 4,972 5,162 Other current financial liabilities 116 126 Total current financial liabilities and current lease debts 12,960 13,790 Trade payables 21,456 19,069 Other current liabilities 13,179 10,219 Total Financial liabilities 117,484 135,151 |
Disclosure of assumptions and results of the warrants valuation | The assumptions and results of the warrants valuation are detailed in the following tables: Warrants Tranche A Grant date * 4/17/2023 Expiration date 4/17/2043 Number of options granted 2,779,188 Share entitlement per option 1 Exercise price (in euros per option) 1.92 Valuation method Longstaff Schwartz * The grant date retained is the collection date of the Tranche A as this is the issuance date defined in the contract. Warrants Tranche A As of April 17, 2023 As of December 31, 2023 Number of warrants granted 2,779,188 2,779,188 Share price (in euros) 1.87 2.76 Average life of options (in years) 20 19.55 Expected volatility 81.3 % 67.6 % Put option cap (in € thousands) 7.196 8.256 Discount rate 2.85 % 2.5 % Expected dividends 0 % 0 % Fair value per options (in euros per share) 1.73 2.54 Fair value in $ thousands 5,280 7,797 |
Disclosure of sensitivity analysis on the expected volatility | We conducted sensitivity analysis on the expected volatility of 5 % as a standard practice. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant: As of April 17, 2023 Fair value in $ thousands Expected volatility -5% 5,261 Expected volatility 5,280 Expected volatility +5% 5,286 As of December 31, 2023 Fair value in $ thousands Expected volatility -5% 7,690 Expected volatility 7,797 Expected volatility +5% 7,871 |
Due dates of the financial liabilities | Due dates of the financial liabilities Balance as of December 31, 2023 Book value Less than One Year One to Five Years More than Five Years $ in thousands Lease debts 51,450 8,502 28,369 14,579 Financial liabilities 54,413 5,289 21,862 27,263 Financial liabilities 105,863 13,790 50,230 41,842 Trade payables 19,069 19,069 - - Other current liabilities 10,219 10,219 - - Total financial liabilities 135,151 43,078 50,230 41,842 Balance as of December 31, 2022 Book value Less than One Year One to Five Years More than Five Years $ in thousands Lease debts 57,230 7,872 26,412 22,946 Financial liabilities 25,619 5,088 19,947 584 Financial liabilities 82,849 12,960 46,359 23,530 Trade payables 21,456 21,456 - - Other current liabilities 13,179 13,179 - - Total financial liabilities 117,484 47,595 - - |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Summary of Other Current Liabilities | As of December 31, 2022 As of December 31, 2023 $ in thousands VAT Payables 3,058 - Accruals for personnel related expenses 9,421 9,368 Other 700 852 Total other current liabilities 13,179 10,219 |
Deferred income and contract _2
Deferred income and contract liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Details of Deferred Income and Contract Liabilities | Details of deferred income and contract liabilities As of December 31, 2022 As of December 31, 2023 $ in thousands Deferred revenues and contract liabilities 59 110,325 Total deferred income and contract liabilities 59 110,325 |
Fair value of Initial Investment Agreement at Initial Recognition Date Determined on Basis of Share Price | The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows: As of November 1, 2023 Number of shares issued 16,000,000 Spot share price (in €) 2.63 Spot foreign exchange rate 1.05 Fair value of shares in $ thousands 44,272 Proceeds received in $ thousands 80,000 Proceeds reallocated to the JRCA in $ thousands 35,728 |
Capital (Tables)
Capital (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Schedule of Classes of Share Capital | Nature of the Transactions Share Capital Share premium Number of shares Nominal value $ in thousands (except number of shares) in $ Balance as of January 1, 2021 2,785 872,134 42,780,186 0.05 Capital increase (ATM) 143 46,811 2,415,630 Exercise of share warrants, employee warrants and stock options 17 5,597 288,494 Non-cash stock-based compensation expense - 12,497 - Transaction costs - ( 2,316 ) - Other movements - ( 27 ) - Balance as of December 31, 2021 2,945 934,696 45,484,310 0.05 Balance as of January 1, 2022 2,945 934,696 45,484,310 0.05 Transaction costs related to capital increase ( 570 ) Exercise of share warrants, employee warrants, stock-options and free-shares vesting 10 191,658 Non-cash stock-based compensation expense 8,071 - Other movements ( 359,076 ) - Balance as of December 31, 2022 2,955 583,122 45,675,968 0.05 Balance as of January 1, 2023 2,955 583,122 45,675,968 0.05 Capital increase 1,401 68,584 25,907,800 Transaction costs related to capital increase ( 2,049 ) Exercise of share warrants, employee warrants, stock-options and free-shares vesting 9 167,433 Non-cash stock-based compensation expense - 7,086 - Other movements - ( 133,958 ) - Balance as of December 31, 2023 4,365 522,785 71,751,201 0.05 |
Schedule of Share Warrants and Non-employee Warrants | Date Type Number of warrants/shares outstanding as of 01/01/2023 Number of warrants/shares granted Number of warrants/shares vested/exercised Number of warrants/shares voided Number of warrants/shares outstanding as of 12/31/2023 Maximum of shares to be issued Number of warrants/shares exercisable as of 12/31/2023 Strike price per share in euros 03/24/2015 Stock Options 1,351,904 15,078 1,336,826 1,336,826 1,336,826 38.45 03/27/2015 BSA 130,000 80,000 50,000 50,000 50,000 38.45 05/18/2015 BSA 50,000 50,000 - - - 29.58 09/08/2015 BSA 224,200 150,000 74,200 74,200 74,200 28.01 09/08/2015 Stock Options 1,317,300 16,300 1,301,000 1,301,000 1,301,000 27.55 03/14/2016 BSA 147,025 80,350 66,675 66,675 66,675 27.37 03/14/2016 Stock Options 1,264,867 3,531 1,261,336 1,261,336 1,261,336 22.44 10/28/2016 BSA 145,000 77,000 68,000 68,000 68,000 18.68 10/28/2016 Stock Options 1,444,702 4,056 1,440,646 1,440,646 1,440,646 17.90 10/11/2017 BSA 200,000 120,000 80,000 80,000 80,000 24.34 10/11/2017 Stock Options 665,000 665,000 665,000 665,000 22.57 10/08/2018 Stock Options 5,000 5,000 5,000 5,000 24.80 04/24/2019 Stock Options 926,291 7,000 919,291 919,291 919,291 18.25 11/06/2019 Stock Options 30,000 30,000 30,000 30,000 11.06 07/20/2020 Stock Options 17,000 17,000 17,000 13,812 15.12 08/05/2020 Stock Options 134,000 5,000 129,000 129,000 104,811 14.62 09/11/2020 Stock Options 45,000 45,000 45,000 36,562 14.36 10/14/2020 Free shares 188,418 167,433 20,985 - - - 22.45 11/05/2020 Stock Options 20,500 20,500 20,500 15,375 14.62 03/04/2021 Stock Options 701,848 17,501 684,347 684,347 470,568 19.44 03/05/2021 Free shares 16,500 16,500 16,500 - 14.44 03/05/2021 Free shares 230,567 12,865 217,702 217,702 - 12.69 04/13/2021 Stock Options 27,465 27,465 27,465 18,596 16.07 05/12/2021 Free shares 2,000 2,000 2,000 - 12.70 05/12/2021 Stock Options 3,500 3,500 3,500 2,187 14.36 05/28/2021 Free shares 141,325 1,300 140,025 140,025 - 12.38 05/28/2021 Stock Options 25,000 25,000 25,000 15,625 12.69 09/30/2021 Free shares 5,525 2,100 3,425 3,425 - 11.22 09/30/2021 Stock Options 14,800 7,850 6,950 6,950 3,909 11.51 10/13/2021 Free shares 4,500 4,500 4,500 - 8.29 10/13/2021 Stock Options 9,000 9,000 9,000 4,500 10.29 11/25/2021 Free shares 2,100 2,100 2,100 - 7.84 11/25/2021 Stock Options 4,500 4,500 4,500 2,250 8.81 03/03/2022 Free shares 243,259 6,197 237,062 237,062 2.74 03/03/2022 Stock Options 666,542 666,542 666,542 228,270 4.41 03/29/2022 Free shares 1,900 1,900 1,900 4.09 03/29/2022 Stock Options 3,400 3,400 3,400 1,487 3.96 05/24/2022 Free shares 40,059 1,950 38,109 38,109 3.27 05/24/2022 Stock Options 37,580 37,580 37,580 12,516 3.48 11/08/2022 Free shares 30,000 30,000 30,000 2.37 11/08/2022 Stock Options 70,000 70,000 70,000 23,100 2.34 12/19/2022 Free shares 2,960 2,960 2,960 1.91 12/19/2022 Stock Options 2,065 - 2,065 2,065 516 2.09 01/24/2023 Free shares - 340,750 21,645 319,105 319,105 3.09 01/24/2023 Stock Options - 1,417,321 1,417,321 1,417,321 3.17 03/22/2023 Free shares - 2,150 - 2,150 2,150 1.87 03/22/2023 Stock Options - 4,300 4,300 4,300 1.91 05/04/2023 Stock Options - 358,100 700 357,400 357,400 1.80 06/26/2023 Stock Options - 55,690 2,500 53,190 53,190 1.74 Total 10,592,602 2,178,311 167,433 703,908 11,899,572 11,899,572 8,252,058 |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value | Information on free shares activity follows: Number of Free shares Outstanding Weighted-Average Grant Date Fair Value (in €) Unvested balance of December 31, 2021 922,701 14.15 Granted 354,770 2.79 Vested ( 191,658 ) 17.96 Cancelled ( 176,700 ) 13.99 Unvested balance as of December 31, 2022 909,113 11.18 Granted 342,900 3.08 Vested ( 167,433 ) 22.45 Cancelled ( 67,042 ) 11.40 Unvested balance as of December 31, 2023 1,017,538 6.59 |
Warrants [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Summary of Information on Stock Option Activity | Information on warrants activity follows: Warrants Exercisable Weighted-Average Exercise Price Per Share (in €) Warrants Outstanding Weighted-Average Exercise Price Per Share (in €) Remaining Average Useful Life Balance as of December 31, 2021 896,225 27.18 896,225 27.18 4.3 y Granted - - - - Exercised - - - - Forfeited or Expired - - - - Balance as of December 31, 2022 896,225 27.18 896,225 27.18 3.3 y Granted - - - - Exercised - - - - Forfeited or Expired 557,350 27.48 557,350 27.48 Balance as of December 31, 2023 338,875 26.69 338,875 26.69 2.4 y |
Summary of assumptions Weighted-average Fair Values of Warrants Granted and Assumptions Used for Black-Scholes Option Pricing Model | The weighted-average fair values of warrants granted and the assumptions used for the Black-Scholes option pricing model were as follows: 2016 2017 Weighted-Average fair values of warrants granted 9.33 € 13.20 € Assumptions: Risk-free interest rate 0.00 % - 0.04 % 0.12 % Share entitlement per options 1 1 Exercise price 18.68 € - 27.37 € 24.34 € Grant date share fair value 16.42 € - 22.48 € 24.95 € Expected volatility 62.8 % - 63.1 % 64.7 % Expected term (in years) 6 6 Vesting conditions Service Service Vesting period Graded Graded |
Stock options [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Summary of Information on Stock Option Activity | Information on stock option activity follows: Options Exercisable Weighted-Average Exercise Price Per Share (in €) Options Outstanding Weighted-Average Exercise Price Per Share (in €) Remaining Average Useful Life Balance as of December 31, 2021 7,566,679 24.78 9,159,794 23.50 5.3 y Granted - 828,549 4.18 Exercised - 0 - Forfeited or Expired - ( 1,201,079 ) 18.85 Balance as of December 31, 2022 7,400,519 24.58 8,787,264 22.31 4.6 y Granted - 1,835,411 2.86 Exercised - - - Forfeited or Expired - ( 79,516 ) 22.86 Balance as of December 31, 2023 7,913,183 23.63 10,543,159 18.92 4.6 y |
Summary of assumptions Vesting Details | Stock Options The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows: 2022 2023 Weighted-Average fair values of stock options granted 1.31 € 1.65 € Assumptions: Risk-free interest rate 0.00 % - 2.49 % 2.45 % - 2.75 % Share entitlement per options 1 1 Exercise price 2.09 € - 7.22 € 1.74 € - 3.17 € Grant date share fair value 1.91 €- 6.74 € 1.70 €- 3.09 € Expected volatility 58.7 % - 62.5 % 63.7 % - 64.4 % Expected term (in years) 6.03 - 6.15 6.03 - 6.15 Vesting conditions Performance & Service or Service Performance & Service or Service Vesting period Graded Graded |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Earnings per share | Detail of earnings per share For the year ended December 31, 2021 2022 2023 Net income (loss) attributable to shareholders of Cellectis ($ in thousands) ( 114,197 ) ( 106,139 ) ( 101,059 ) Net income (loss) attributable to shareholders of Cellectis from discontinued operations ($ in thousands) ( 17,448 ) ( 7,451 ) 15,776 Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share 44,820,279 45,547,359 57,012,815 Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis Basic and diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share) ( 2.55 ) ( 2.33 ) ( 1.77 ) Basic and diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) ( 0.39 ) ( 0.16 ) 0.28 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Details of Provisions | Details of provisions As of January 1, 2022 Additions Amounts used during the period Reversals OCI As of December 31, 2022 $ in thousands Pension 4,073 - 555 - - ( 2,238 ) 2,390 Employee litigation and severance 508 - - ( 169 ) ( 73 ) ( 33 ) 234 Commercial litigation 77 - - - - ( 4 ) 72 Other provision for charges 287 ( 97 ) ( 18 ) 171 Total 4,944 - 555 ( 169 ) ( 171 ) ( 2,293 ) 2,867 Non-current provisions 4,073 - 555 - - ( 2,238 ) 2,390 Current provisions 871 - - ( 169 ) ( 171 ) ( 55 ) 477 As of January 1, 2023 Additions Amounts used during the period Reversals OCI As of December 31, 2023 $ in thousands Pension 2,390 327 - - ( 517 ) 2,200 Employee litigation and severance 234 - - - 8 242 Commercial litigation 72 503 - - 13 588 Provision for tax litigation - 615 - - 13 628 Other provision for charges 171 102 - - 8 281 Total 2,867 1,547 - - ( 473 ) 3,940 Non-current provisions 2,390 327 - - ( 517 ) 2,200 Current provisions 477 1,219 - - 44 1,740 |
Schedule of Estimation of Retirement Indemnity to Employee | As part of the estimation of our obligations, the following assumptions were used for all categories of employees: 2021 2022 2023 % social security contributions 45.00 % 45.00 % 47.13 % Salary increases 3.50 % 2.50 % 2.50 % Discount rate 1.13 % 3.72 % 3.53 % Terms of retirement Based on the employer initiative Retirement age 65 years old 65 years old 66 years old |
Summary of Net Defined Benefit Liability and Components | The following table shows reconciliation from the opening balances to the closing balances for net defined benefit liability and its components. $ in thousands As of January 1, 2021 ( 4,010 ) Current service cost ( 602 ) Interest cost ( 26 ) Benefit paid - Actuarial gains and losses 231 Reclassification/CTA 334 As of December 31, 2021 ( 4,073 ) Current service cost ( 512 ) Interest cost ( 43 ) Benefit paid - Actuarial gains and losses 2,227 Reclassification/CTA 11 As of December 31, 2022 ( 2,390 ) Current service cost ( 237 ) Interest cost ( 90 ) Benefit paid Actuarial gains and losses 597 Reclassification/CTA ( 80 ) As of December 31, 2023 ( 2,200 ) |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Text block1 [abstract] | |
Details of commitments | Details of commitments As of December 31, 2023 Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years $ in thousands Lease agreement 63,349 11,107 19,647 15,046 17,548 License and collaboration agreements 13,480 1,400 2,800 2,800 6,480 Clinical & Research and Development agreements 71 71 - - - IT licensing agreements 319 233 86 - - State Guaranteed loan « PGE » 14,057 5,107 8,950 - - EIB loan 22,100 - - - 22,100 Bpifrance's advance 1,910 - - 433 1,477 Total contractual obligations 115,286 17,918 31,483 18,279 47,606 |
The Company - Additional Inform
The Company - Additional Information (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |||||
Jun. 01, 2023 | May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of subsidiaries [line items] | |||||||
Ownership interest in subsidiary | 100% | 100% | |||||
Par value per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||
Calyxt Inc [Member] | |||||||
Disclosure of subsidiaries [line items] | |||||||
Ownership interest in subsidiary | 2.90% | 48% | 49.10% | ||||
Calyxt Inc [Member] | Common Stock [Member] | |||||||
Disclosure of subsidiaries [line items] | |||||||
Par value per share | $ 0.0001 | ||||||
Calyxt Inc [Member] | Class A Common Stock [Member] | |||||||
Disclosure of subsidiaries [line items] | |||||||
Par value per share | $ 0.0001 | ||||||
Number of shares issued | 16,527,484 |
Accounting Principles - Additio
Accounting Principles - Additional Information (Detail) $ / shares in Units, $ in Thousands, € in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 14, 2023 USD ($) $ / shares shares | Nov. 01, 2023 USD ($) Cell | Jun. 01, 2023 | May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2023 EUR (€) shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Disclosure of changes in accounting estimates [line items] | |||||||||||
Ownership interest in subsidiary | 100% | 100% | |||||||||
Differrence in fair value measurement, Recognized | $ 5,700 | ||||||||||
Fair value instrument remeasured | 42,700 | ||||||||||
Fair value measurement of derivative | $ 48,400 | 48,400 | |||||||||
Conversion ratio | one for one basis | ||||||||||
Deferred revenues and contract liabilities | 59 | $ 110,325 | |||||||||
Cash and cash equivalents | 136,708 | $ 89,789 | |||||||||
Finance contract | € | € 40 | ||||||||||
Equity investment | $ 140,000 | ||||||||||
Par value per share | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||
Tranche B [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Cash and cash equivalents | € | € 15 | ||||||||||
Class A" Convertible Preferred Shares [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Additional investments by subscription of shares | shares | 10,000,000 | ||||||||||
Par value per share | $ / shares | $ 5 | ||||||||||
Class B" Convertible Preferred Shares [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Additional investments by subscription of shares | shares | 18,000,000 | ||||||||||
Par value per share | $ / shares | $ 5 | ||||||||||
Bottom of Range [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Percentage of derivative fair value probability of transaction completion | (2.00%) | (2.00%) | (2.00%) | ||||||||
Sensitivity of derivative fair value to expected life period | -1 month | -1 month | |||||||||
Top of Range [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Percentage of derivative fair value probability of transaction completion | 2% | 2% | 2% | ||||||||
Sensitivity of derivative fair value to expected life period | +1 month | +1 month | |||||||||
Joint Collaboration and Research Agreement [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Deferred revenues and contract liabilities | $ 84,100 | ||||||||||
Deferred revenue, upfront payment received | 25,000 | ||||||||||
Milestone upfront payment transaction price | 25,000 | ||||||||||
Collaboration agreement, upfront payment received | 25,000 | ||||||||||
Joint Collaboration and Research Agreement [Member] | Bottom of Range [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Option exercise fee and development, regulatory and sales-related milestone payments receivable | 70,000 | ||||||||||
Joint Collaboration and Research Agreement [Member] | Top of Range [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Option exercise fee and development, regulatory and sales-related milestone payments receivable | 220,000 | ||||||||||
Subsequent Investment Agreement (SIA) [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Proceeds from sale of preferred shares | 48,400 | ||||||||||
Initial fair value amount | 48,400 | ||||||||||
Share purchase proceeds | $ 0 | ||||||||||
Initial Investment Agreement [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Proceeds from sale of ordinary shares | $ 35,728 | $ 35,700 | |||||||||
Calyxt Inc [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Ownership interest in subsidiary | 2.90% | 48% | 49.10% | ||||||||
Non-controlling shareholders interest | 52% | 50.90% | |||||||||
Cellectis, Inc. [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Ownership interest in subsidiary | 100% | 100% | |||||||||
Cellectis, Inc. [member] | Calyxt ATM Program [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Non-controlling shareholders interest | 52% | 50.90% | |||||||||
AstraZeneca [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Ordinary shares issued | shares | 16,000,000 | 16,000,000 | |||||||||
Initial equity investment | $ 80,000 | ||||||||||
Par value per share | $ / shares | $ 5 | ||||||||||
Percentage of share capital | 22% | 22% | |||||||||
Voting rights | 21% | 21% | |||||||||
Equity investment | $ 140,000 | ||||||||||
AstraZeneca [member] | Joint Collaboration and Research Agreement [Member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Initial term of colloboration term | 5 years | ||||||||||
AstraZeneca [member] | Joint Collaboration and Research Agreement [Member] | Top of Range [member] | |||||||||||
Disclosure of changes in accounting estimates [line items] | |||||||||||
Number of novel cell colloborate to develop | Cell | 10 |
Accounting Principles - Fair va
Accounting Principles - Fair value of Initial Investment Agreement at Initial Recognition Date Determined on Basis of Share Price (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Nov. 01, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Nov. 14, 2023 $ / shares shares | Nov. 01, 2023 € / shares | |
Disclosure of changes in accounting estimates [line items] | ||||
Number of shares issued | shares | 28,000,000 | 28,000,000 | ||
Spot share price | $ / shares | $ 2.76 | $ 2.33 | ||
Initial Investment Agreement [Member] | ||||
Disclosure of changes in accounting estimates [line items] | ||||
Number of shares issued | shares | 16,000,000 | |||
Spot share price | € / shares | € 2.63 | |||
Spot foreign exchange rate | € / shares | € 1.05 | |||
Fair value of shares | $ 44,272 | |||
Proceeds received | 80,000 | |||
Proceeds reallocated to the JRCA | $ 35,728 | $ 35,700 |
Accounting Principles - Summary
Accounting Principles - Summary of Assumptions Used and Estimated Fair Value (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Nov. 14, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Disclosure of changes in accounting estimates [line items] | ||
Number of shares to be issued | shares | 28,000,000 | 28,000,000 |
Subscription price | $ 5 | $ 5 |
Expected life of derivative | 1 month 9 days | 3 months |
Spot share price | $ 2.33 | $ 2.76 |
Probability of transaction completion | 72% | 81% |
Fair value | $ | $ 48,365 | $ 42,694 |
Forward Foreign Exchange Rate [Member] | ||
Disclosure of changes in accounting estimates [line items] | ||
Rate at maturity | 1.09 | 1.1 |
Risk-Free Rate [Member] | ||
Disclosure of changes in accounting estimates [line items] | ||
Rate at maturity | 5.7 | 5.5 |
Volatility [Member] | ||
Disclosure of changes in accounting estimates [line items] | ||
Rate at maturity | 119.6 |
Accounting Principles - Schedul
Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Probability of Transaction Completion (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 14, 2023 |
Disclosure of changes in accounting estimates [abstract] | ||
Probability of transaction completion -2% | $ 41,640 | $ 47,022 |
Expected probability of transaction completion estimated by management | 42,694 | 48,365 |
Probability of transaction completion +2% | $ 43,748 | $ 49,709 |
Accounting Principles - Sched_2
Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Probability of Transaction Completion (Parenthetical) (Detail) | 12 Months Ended | |
Nov. 14, 2023 | Dec. 31, 2023 | |
Bottom of range [member] | ||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||
Percentage of derivative fair value probability of transaction completion | (2.00%) | (2.00%) |
Top of range [member] | ||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | ||
Percentage of derivative fair value probability of transaction completion | 2% | 2% |
Accounting Principles - Sched_3
Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Expected Life of Derivative (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Disclosure of changes in accounting estimates [abstract] | |
Expected life of derivative +1 month | $ 42,197 |
Expected life of derivative estimated by management | 42,694 |
Expected life of derivative -1 month | $ 43,194 |
Accounting Principles - Sched_4
Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Expected Life of Derivative (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Bottom of range [member] | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |
Sensitivity of derivative fair value to expected life period | -1 month |
Top of range [member] | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |
Sensitivity of derivative fair value to expected life period | +1 month |
Scope of Consolidation and No_3
Scope of Consolidation and Non-Consolidated Entities - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 01, 2023 | May 31, 2023 shares | May 17, 2023 shares | Dec. 29, 2022 Product | Jun. 30, 2023 | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Ownership interest in subsidiary | 100% | 100% | |||||||||
Additional share-based payment expense | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||
Share-based payment expense | 1,500,000 | 2,200,000 | 2,200,000 | ||||||||
Success-fees payable | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||
Profit | (29,762,000) | (57,557,000) | (75,040,000) | $ (116,835,000) | $ (98,688,000) | $ (96,749,000) | |||||
Cibus Global [Member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Ownership interest in subsidiary | 2.90% | ||||||||||
Cibus Global [Member] | Class A Common Stock [Member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Number of shares issued | shares | 16,527,484 | ||||||||||
Cellectis, Inc. [member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Ownership interest in subsidiary | 100% | ||||||||||
Cellectis, Inc. [member] | Cellectis Biologics, Inc. [Member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Ownership interest in subsidiary | 100% | ||||||||||
Calyxt [Member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Ownership interest in subsidiary | 48% | ||||||||||
Additional expenses | $ 800 | $ 800 | $ 800 | ||||||||
Primera Therapeutics, Inc. [Member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Name of associate | Primera Therapeutics, Inc. | ||||||||||
Maximum number of exclusive license for product candidates | Product | 5 | ||||||||||
Number of common stock received | shares | 234,570 | ||||||||||
Ownership interest in associate | 19% | 17% | |||||||||
Voting rights held in associate | 19% | 17% | |||||||||
Calyxt ATM Program [Member] | Cellectis, Inc. [member] | |||||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | |||||||||||
Non-controlling shareholders interest | 52% | 50.90% |
Scope of Consolidation and No_4
Scope of Consolidation and Non-Consolidated Entities - Impact of Deconsolidation on Group's Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of analysis of single amount of discontinued operations [line items] | |||||||
Assets held for sale | $ 0 | $ (21,768,000) | |||||
Liabilities related to asset held for sale | 0 | 14,864,000 | |||||
Non-controlling interests | 0 | 7,973,000 | |||||
Profit from deconsolidation | $ 13,834,000 | $ 8,392,000 | $ 8,392,000 | $ 8,392,000 | $ (15,345,000) | $ (28,358,000) | |
Calyxt Inc [Member] | Discontinued operations [member] | |||||||
Disclosure of analysis of single amount of discontinued operations [line items] | |||||||
Assets held for sale | $ (19,714) | ||||||
Liabilities related to asset held for sale | 23,592 | ||||||
Non-controlling interests | 3,625 | ||||||
Net assets, liabilities and equity derecognized | 7,503 | ||||||
Consideration received in cash | 0 | ||||||
Fair value of the retained investment | 15,097 | ||||||
Consideration received | 15,097 | ||||||
Profit from deconsolidation | $ 22,600 |
Scope of Consolidation and No_5
Scope of Consolidation and Non-Consolidated Entities - The Effect of Adjustments on Cellectis' Statements of Financial Position and Statements of Operations (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Assets [abstract] | ||||||||
Total non-current assets | $ 114,389 | $ 114,389 | $ 113,205 | $ 101,265 | $ 117,406 | |||
Total current assets | 113,285 | 113,285 | 96,494 | 233,005 | 122,043 | |||
Total assets held for sale | 0 | 21,768 | ||||||
TOTAL ASSETS | 227,674 | 227,674 | 209,700 | 334,270 | 261,216 | |||
Shareholders' equity | ||||||||
Share capital | 3,491 | 3,491 | 3,492 | 4,365 | 2,955 | |||
Premiums related to the share capital | 477,291 | 477,291 | 474,391 | 522,785 | 583,122 | |||
Currency translation adjustment | (37,050) | (37,050) | (37,505) | (36,690) | (28,605) | |||
Retained earnings | (305,392) | (305,392) | (304,994) | (304,707) | (333,365) | |||
Net income (loss) | (41,781) | (41,781) | (59,264) | (101,059) | (106,139) | |||
Total shareholders' equity - Group Share | 96,558 | 96,558 | 76,123 | 84,695 | 117,968 | |||
Non-controlling interests | 0 | 7,973 | ||||||
Total shareholders' equity | 96,558 | 96,558 | 76,123 | 84,695 | 125,941 | $ 236,474 | $ 308,846 | |
Liabilities [abstract] | ||||||||
Total non-current liabilities | 89,068 | 89,068 | 89,625 | 94,431 | 72,279 | |||
Total current liabilities | 42,047 | 42,047 | 43,953 | 155,144 | 48,131 | |||
Total liabilities related to asset held for sale | 0 | 14,864 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 227,674 | 227,674 | 209,700 | 334,270 | 261,216 | |||
Profit or loss [abstract] | ||||||||
Total revenues and other income | 2,001 | 5,560 | 7,203 | 9,193 | 25,725 | 38,597 | ||
Total operating expenses | (25,660) | (52,612) | (74,926) | (106,495) | (115,390) | (142,077) | ||
Operating income (loss) | (67,723) | (97,302) | (89,666) | (103,481) | ||||
Financial income | 10,440 | 11,214 | 16,133 | 21,479 | 8,880 | 13,218 | ||
Financial expenses | (16,284) | (21,461) | (23,085) | (40,642) | (17,815) | (6,486) | ||
Net Financial gain (loss) | (5,845) | (10,247) | (6,952) | (19,163) | (8,935) | 6,731 | ||
Income tax | (258) | (258) | (365) | (371) | (87) | 0 | ||
Income (loss) from continuing operations | (29,762) | (57,557) | (75,040) | (116,835) | (98,688) | (96,749) | ||
Income (loss) from discontinued operations | 13,834 | 8,392 | 8,392 | 8,392 | (15,345) | (28,358) | ||
Net income (loss) | (15,928) | (49,165) | (66,648) | (108,443) | (114,034) | (125,107) | ||
Attributable to shareholders of Cellectis | (11,371) | (41,781) | (59,264) | (101,059) | (106,139) | (114,197) | ||
Attributable to non-controlling interests | $ (4,557) | $ (7,384) | $ (7,384) | $ (7,384) | $ (7,894) | $ (10,910) | ||
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis | ||||||||
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | $ (0.2) | $ (0.78) | $ (1.09) | $ (1.77) | $ (2.33) | $ (2.55) | ||
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | (0.2) | (1.09) | (1.77) | (2.33) | (2.55) | |||
Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | 0.33 | $ 0.29 | 0.29 | 0.28 | [1] | (0.16) | (0.39) | |
Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | $ 0.33 | $ 0.29 | $ 0.28 | [1] | $ (0.16) | $ (0.39) | ||
Previously Reported [member] | ||||||||
Assets [abstract] | ||||||||
Total non-current assets | $ 114,389 | $ 114,389 | $ 113,205 | |||||
Total current assets | 113,285 | 113,285 | 96,494 | |||||
TOTAL ASSETS | 227,674 | 227,674 | 209,700 | |||||
Shareholders' equity | ||||||||
Share capital | 3,491 | 3,491 | 3,492 | |||||
Premiums related to the share capital | 476,224 | 476,224 | 473,325 | |||||
Currency translation adjustment | (37,050) | (37,050) | (37,505) | |||||
Retained earnings | (305,392) | (305,392) | (304,994) | |||||
Net income (loss) | (40,715) | (40,715) | (58,197) | |||||
Total shareholders' equity - Group Share | 96,558 | 96,558 | 76,123 | |||||
Total shareholders' equity | 96,558 | 96,558 | 76,123 | $ 125,941 | ||||
Liabilities [abstract] | ||||||||
Total non-current liabilities | 89,068 | 89,068 | 89,625 | |||||
Total current liabilities | 42,047 | 42,047 | 43,953 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 227,674 | 227,674 | 209,700 | |||||
Profit or loss [abstract] | ||||||||
Total revenues and other income | 2,001 | 5,560 | 7,203 | |||||
Total operating expenses | (25,660) | (52,612) | (74,926) | |||||
Operating income (loss) | (67,723) | |||||||
Financial income | 32,266 | 33,041 | 37,960 | |||||
Financial expenses | (16,284) | (21,461) | (23,085) | |||||
Net Financial gain (loss) | 15,982 | 11,580 | 14,875 | |||||
Income tax | (258) | (258) | (365) | |||||
Income (loss) from continuing operations | (7,935) | (35,731) | (53,213) | |||||
Income (loss) from discontinued operations | (5,647) | (10,377) | (10,377) | |||||
Net income (loss) | (13,583) | (46,108) | (63,590) | |||||
Attributable to shareholders of Cellectis | (10,648) | (40,715) | (58,197) | |||||
Attributable to non-controlling interests | $ (2,935) | $ (5,393) | $ (5,393) | |||||
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis | ||||||||
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | $ (0.19) | $ (0.76) | $ (1.07) | |||||
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | (0.19) | (1.07) | ||||||
Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | (0.05) | $ (0.09) | (0.09) | |||||
Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | $ (0.05) | $ (0.09) | ||||||
Adjustment [member] | ||||||||
Shareholders' equity | ||||||||
Premiums related to the share capital | $ 1,066 | $ 1,066 | $ 1,066 | |||||
Net income (loss) | (1,066) | (1,066) | (1,066) | |||||
Profit or loss [abstract] | ||||||||
Financial income | (21,827) | (21,827) | (21,827) | |||||
Net Financial gain (loss) | (21,827) | (21,827) | (21,827) | |||||
Income (loss) from continuing operations | (21,827) | (21,827) | (21,827) | |||||
Income (loss) from discontinued operations | 19,482 | 18,769 | 18,769 | |||||
Net income (loss) | (2,345) | (3,058) | (3,058) | |||||
Attributable to shareholders of Cellectis | (723) | (1,066) | (1,066) | |||||
Attributable to non-controlling interests | $ (1,622) | $ (1,991) | $ (1,991) | |||||
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis | ||||||||
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | $ (0.01) | $ (0.02) | $ (0.02) | |||||
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | (0.01) | (0.02) | ||||||
Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | 0.38 | $ 0.39 | 0.38 | |||||
Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | $ 0.38 | $ 0.38 | ||||||
[1] Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Scope of Consolidation and No_6
Scope of Consolidation and Non-Consolidated Entities - Interim Statements of Consolidated Comprehensive Income (Unaudited) (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of scope of consolidated and non consolidated entities [line items] | ||||||
Net income (Loss) | $ (15,928) | $ (49,165) | $ (66,648) | $ (108,443) | $ (114,034) | $ (125,107) |
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations | (21) | (42) | 55 | 597 | 1,983 | 240 |
Currency translation adjustment | 4,736 | 2,258 | 1,602 | 2,919 | (16,770) | (21,458) |
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations | 4,736 | 2,258 | 1,602 | 2,919 | (16,770) | (21,458) |
Other comprehensive income (loss) from discontinued operations | (4,892) | (1,219) | (994) | (1,522) | 5,831 | 6,220 |
Total Comprehensive income (loss) | (16,105) | (48,168) | (65,985) | (106,449) | (122,989) | (140,106) |
Attributable to shareholders of Cellectis | (11,876) | (42,252) | (60,086) | (100,535) | (114,739) | (127,890) |
Attributable to non-controlling interests | (4,229) | (5,916) | (5,899) | $ (5,914) | $ (8,250) | $ (12,216) |
Previously Reported [member] | ||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | ||||||
Net income (Loss) | (13,583) | (46,108) | (63,590) | |||
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations | (21) | (42) | 55 | |||
Currency translation adjustment | 4,751 | 2,272 | 1,620 | |||
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations | 4,751 | 2,272 | 1,620 | |||
Other comprehensive income (loss) from discontinued operations | (4,906) | (1,233) | (1,012) | |||
Total Comprehensive income (loss) | (13,760) | (45,111) | (62,927) | |||
Attributable to shareholders of Cellectis | (11,139) | (41,172) | (59,002) | |||
Attributable to non-controlling interests | (2,620) | (3,939) | (3,925) | |||
Adjustment [member] | ||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | ||||||
Net income (Loss) | (2,345) | (3,058) | (3,058) | |||
Currency translation adjustment | (13) | (14) | (18) | |||
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations | (13) | (14) | (18) | |||
Other comprehensive income (loss) from discontinued operations | 13 | 14 | 18 | |||
Total Comprehensive income (loss) | (2,345) | (3,058) | (3,058) | |||
Attributable to shareholders of Cellectis | (736) | (1,080) | (1,084) | |||
Attributable to non-controlling interests | $ (1,609) | $ (1,978) | $ (1,974) |
Scope of Consolidation and No_7
Scope of Consolidation and Non-Consolidated Entities - Interim Statements of Consolidated Cash Flows(Unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||||||
Net income (loss) for the period | $ (15,928) | $ (49,165) | $ (66,648) | $ (108,443) | $ (114,034) | $ (125,107) |
Net loss for the period of discontinued operations | 8,392 | (15,345) | (28,358) | |||
Net (loss) income for the period of continuing operations | (116,835) | (98,688) | (96,749) | |||
Operating cash flows before change in working capital | (69,961) | (63,120) | (75,518) | |||
Change in working capital | 48,859 | (5,723) | (12,297) | |||
Net cash flows provided by (used in) operating activities | (24,746) | (87,444) | (104,562) | |||
Cash flows provided by (used in) investment activities | (15,510) | (2,761) | 7,279 | |||
Net cash flows from (used in) financing activities | 82,865 | 1,145 | 47,525 | |||
(Decrease) increase in cash and cash equivalents | 42,608 | (89,060) | (49,758) | |||
Cash and cash equivalents at the beginning of the year | 93,216 | 93,216 | 93,216 | 185,636 | 241,148 | |
Effect of exchange rate changes on cash | 884 | (3,360) | (5,754) | |||
Cash from discontinued operations | 0 | 3,427 | 13,823 | |||
Cash from continuing operations | 136,708 | 89,789 | 171,813 | |||
Cash and cash equivalents at the end of the period | $ 136,708 | $ 93,216 | $ 185,636 | |||
Previously Reported [member] | ||||||
Cash flows from operating activities | ||||||
Net income (loss) for the period | (13,583) | (46,108) | (63,590) | |||
Adjustment [member] | ||||||
Cash flows from operating activities | ||||||
Net income (loss) for the period | $ (2,345) | $ (3,058) | $ (3,058) |
Scope of Consolidation and No_8
Scope of Consolidation and Non-Consolidated Entities - Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | $ 125,941 | $ 125,941 | $ 125,941 | $ 236,474 | $ 308,846 | ||
Net income (Loss) | $ (15,928) | (49,165) | (66,648) | (108,443) | (114,034) | (125,107) | |
Other comprehensive income (loss) | 997 | 663 | 1,994 | (8,955) | (14,999) | ||
Total Comprehensive income (loss) | (16,105) | (48,168) | (65,985) | (106,449) | (122,989) | (140,106) | |
Capital Increase | 69,985 | [1] | 46,954 | ||||
Transaction costs related to capital increase | (1,455) | (2,316) | |||||
Non-cash stock-based compensation expense | 7,125 | 4,472 | 9,092 | 10,175 | 13,118 | ||
Other movements | (257) | (259) | (187) | [2] | |||
Ending Balance | $ 96,558 | 96,558 | 76,123 | 84,695 | 125,941 | $ 236,474 | |
Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | $ 25,017 | 25,073 | |||||
Transaction costs related to capital increase | $ (1,459) | $ (2,049) | [3] | $ (570) | |||
Share Capital Ordinary Shares [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance, shares | 45,675,968 | 45,675,968 | 45,675,968 | 45,484,310 | 42,780,186 | ||
Beginning balance | $ 2,955 | $ 2,955 | $ 2,955 | $ 2,945 | $ 2,785 | ||
Capital Increase, Shares | 25,907,800 | [1] | 2,415,630 | ||||
Capital Increase | $ 1,401 | [1] | $ 143 | ||||
Ending balance, shares | 55,583,768 | 55,583,768 | 55,583,768 | 71,751,201 | 45,675,968 | 45,484,310 | |
Ending Balance | $ 3,491 | $ 3,491 | $ 3,492 | $ 4,365 | $ 2,955 | $ 2,945 | |
Share Capital Ordinary Shares [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase, Shares | 9,907,800 | 9,907,800 | |||||
Capital Increase | $ 536 | $ 537 | |||||
Premiums Related to Share Capital [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 583,122 | 583,122 | 583,122 | 934,696 | 872,134 | ||
Capital Increase | 68,584 | [1] | 46,811 | ||||
Transaction costs related to capital increase | (1,455) | (2,049) | (570) | (2,316) | |||
Non-cash stock-based compensation expense | 5,119 | 2,466 | 7,086 | 8,071 | 12,497 | ||
Other movements | (133,976) | (134,273) | (133,958) | [2] | (359,076) | (27) | |
Ending Balance | 477,291 | 477,291 | 474,391 | 522,785 | 583,122 | 934,696 | |
Premiums Related to Share Capital [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 24,482 | 24,536 | |||||
Transaction costs related to capital increase | (1,459) | (2,049) | [3] | (570) | |||
Currency Translation Adjustment [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | (28,605) | (28,605) | (28,605) | (18,021) | (4,089) | ||
Other comprehensive income (loss) | (439) | (877) | (73) | (10,583) | (13,932) | ||
Total Comprehensive income (loss) | (439) | (877) | (73) | (10,583) | (13,932) | ||
Ending Balance | (37,050) | (37,050) | (37,505) | (36,690) | (28,605) | (18,021) | |
Retained Earnings (Deficit) [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | (333,365) | (333,365) | (333,365) | (584,129) | (505,961) | ||
Other comprehensive income (loss) | (32) | 55 | 597 | 1,983 | 240 | ||
Total Comprehensive income (loss) | (32) | 55 | 597 | 1,983 | 240 | ||
Allocation of prior period loss | (106,139) | (106,139) | (106,139) | (114,197) | (81,074) | ||
Operation between shareholders | 342 | 343 | 343 | [4] | |||
Other movements | 133,814 | 134,125 | 133,868 | [2] | 359,076 | 27 | |
Ending Balance | (305,392) | (305,392) | (304,994) | (304,707) | (333,365) | (584,129) | |
Income (Loss) [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | (106,139) | (106,139) | (106,139) | (114,197) | (81,074) | ||
Net income (Loss) | (41,781) | (59,264) | (101,059) | (106,139) | (114,197) | ||
Total Comprehensive income (loss) | (41,781) | (59,264) | (101,059) | (106,139) | (114,197) | ||
Allocation of prior period loss | 106,139 | 106,139 | 106,139 | 114,197 | 81,074 | ||
Ending Balance | (41,781) | (41,781) | (59,264) | (101,059) | (106,139) | (114,197) | |
Attributable to Shareholders of Cellectis [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 117,968 | 117,968 | 117,968 | 221,293 | 283,795 | ||
Net income (Loss) | (41,781) | (59,264) | (101,059) | (106,139) | (114,197) | ||
Other comprehensive income (loss) | (471) | (822) | 524 | (8,600) | (13,693) | ||
Total Comprehensive income (loss) | (42,252) | (60,086) | (100,535) | (114,739) | (127,890) | ||
Capital Increase | 69,985 | [1] | 46,954 | ||||
Transaction costs related to capital increase | (1,455) | (2,316) | |||||
Operation between shareholders | 342 | 343 | 343 | [4] | |||
Non-cash stock-based compensation expense | 5,119 | 2,466 | 7,086 | 8,071 | 12,497 | ||
Other movements | (163) | (148) | (90) | [2] | |||
Ending Balance | 96,558 | 96,558 | 76,121 | 84,695 | 117,968 | 221,293 | |
Attributable to Shareholders of Cellectis [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 25,017 | 25,073 | |||||
Transaction costs related to capital increase | (1,459) | (2,049) | [3] | (570) | |||
Non controlling Interests [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 7,973 | 7,973 | 7,973 | 15,181 | 25,051 | ||
Net income (Loss) | (7,384) | (7,384) | (7,384) | (7,894) | (10,910) | ||
Other comprehensive income (loss) | 1,468 | 1,485 | 1,470 | (355) | (1,306) | ||
Total Comprehensive income (loss) | (5,916) | (5,899) | (5,914) | (8,250) | (12,216) | ||
Operation between shareholders | (342) | (343) | (343) | [4] | |||
Non-cash stock-based compensation expense | 2,006 | 2,006 | 2,006 | 2,105 | 621 | ||
Other movements | (95) | (111) | (97) | [2] | |||
Ending Balance | 0 | 0 | 0 | 0 | 7,973 | $ 15,181 | |
Calyxt Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 329 | ||||||
Transaction costs related to capital increase | (212) | ||||||
Loss of control over Calyxt | (3,625) | (3,625) | (3,625) | [5] | |||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,019) | (8,036) | (8,022) | [6] | |||
Calyxt Inc [Member] | Currency Translation Adjustment [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,007) | (8,024) | (8,012) | [6] | |||
Calyxt Inc [Member] | Retained Earnings (Deficit) [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 162 | ||||||
Transaction costs related to capital increase | (104) | ||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (12) | (12) | (10) | [6] | |||
Calyxt Inc [Member] | Attributable to Shareholders of Cellectis [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 162 | ||||||
Transaction costs related to capital increase | (104) | ||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,019) | (8,036) | (8,022) | [6] | |||
Calyxt Inc [Member] | Non controlling Interests [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 168 | ||||||
Transaction costs related to capital increase | (108) | ||||||
Loss of control over Calyxt | (3,625) | (3,625) | (3,625) | [5] | |||
Previously Reported [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 125,941 | 125,941 | $ 125,941 | ||||
Net income (Loss) | (13,583) | (46,108) | (63,590) | ||||
Other comprehensive income (loss) | 997 | 663 | |||||
Total Comprehensive income (loss) | (13,760) | (45,111) | (62,927) | ||||
Transaction costs related to capital increase | (1,455) | ||||||
Non-cash stock-based compensation expense | 4,905 | 2,252 | |||||
Other movements | (257) | (259) | |||||
Ending Balance | $ 96,558 | 96,558 | 76,123 | $ 125,941 | |||
Previously Reported [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | $ 25,017 | 25,073 | |||||
Transaction costs related to capital increase | $ (1,459) | ||||||
Previously Reported [member] | Share Capital Ordinary Shares [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance, shares | 45,675,968 | 45,675,968 | 45,675,968 | ||||
Beginning balance | $ 2,955 | $ 2,955 | $ 2,955 | ||||
Ending balance, shares | 55,583,768 | 55,583,768 | 55,583,768 | 45,675,968 | |||
Ending Balance | $ 3,491 | $ 3,491 | $ 3,492 | $ 2,955 | |||
Previously Reported [member] | Share Capital Ordinary Shares [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase, Shares | 9,907,800 | 9,907,800 | |||||
Capital Increase | $ 536 | $ 537 | |||||
Previously Reported [member] | Premiums Related to Share Capital [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 583,122 | 583,122 | 583,122 | ||||
Transaction costs related to capital increase | (1,455) | ||||||
Non-cash stock-based compensation expense | 4,053 | 1,400 | |||||
Other movements | (133,976) | (134,273) | |||||
Ending Balance | 476,224 | 476,224 | 473,325 | 583,122 | |||
Previously Reported [member] | Premiums Related to Share Capital [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 24,482 | 24,536 | |||||
Transaction costs related to capital increase | (1,459) | ||||||
Previously Reported [member] | Currency Translation Adjustment [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | (28,605) | (28,605) | (28,605) | ||||
Other comprehensive income (loss) | (415) | (859) | |||||
Total Comprehensive income (loss) | (415) | (859) | |||||
Ending Balance | (37,050) | (37,050) | (37,505) | (28,605) | |||
Previously Reported [member] | Retained Earnings (Deficit) [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | (333,365) | (333,365) | (333,365) | ||||
Other comprehensive income (loss) | (42) | 55 | |||||
Total Comprehensive income (loss) | (42) | 55 | |||||
Allocation of prior period loss | (106,139) | (106,139) | |||||
Operation between shareholders | 342 | 343 | |||||
Other movements | 133,824 | 134,131 | |||||
Ending Balance | (305,392) | (305,392) | (304,994) | (333,365) | |||
Previously Reported [member] | Income (Loss) [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | (106,139) | (106,139) | (106,139) | ||||
Net income (Loss) | (40,715) | (58,197) | |||||
Total Comprehensive income (loss) | (40,715) | (58,197) | |||||
Allocation of prior period loss | 106,139 | 106,139 | |||||
Ending Balance | (40,715) | (40,715) | (58,197) | (106,139) | |||
Previously Reported [member] | Attributable to Shareholders of Cellectis [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 117,968 | 117,968 | 117,968 | ||||
Net income (Loss) | (40,715) | (58,197) | |||||
Other comprehensive income (loss) | (458) | (805) | |||||
Total Comprehensive income (loss) | (41,172) | (59,002) | |||||
Transaction costs related to capital increase | (1,455) | ||||||
Operation between shareholders | 342 | 343 | |||||
Non-cash stock-based compensation expense | 4,053 | 1,400 | |||||
Other movements | (152) | (142) | |||||
Ending Balance | 96,558 | 96,558 | 76,121 | 117,968 | |||
Previously Reported [member] | Attributable to Shareholders of Cellectis [member] | Cellectis Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Capital Increase | 25,017 | 25,073 | |||||
Transaction costs related to capital increase | (1,459) | ||||||
Previously Reported [member] | Non controlling Interests [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Beginning balance | 7,973 | 7,973 | $ 7,973 | ||||
Net income (Loss) | (5,393) | (5,393) | |||||
Other comprehensive income (loss) | 1,454 | 1,468 | |||||
Total Comprehensive income (loss) | (3,939) | (3,925) | |||||
Operation between shareholders | (342) | (343) | |||||
Non-cash stock-based compensation expense | 852 | 852 | |||||
Other movements | (105) | (117) | |||||
Ending Balance | 0 | 0 | 0 | $ 7,973 | |||
Previously Reported [member] | Calyxt Inc [Member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Loss of control over Calyxt | (4,440) | (4,440) | |||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,042) | (8,060) | |||||
Previously Reported [member] | Calyxt Inc [Member] | Currency Translation Adjustment [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,030) | (8,041) | |||||
Previously Reported [member] | Calyxt Inc [Member] | Retained Earnings (Deficit) [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (12) | (19) | |||||
Previously Reported [member] | Calyxt Inc [Member] | Attributable to Shareholders of Cellectis [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | (8,042) | (8,060) | |||||
Previously Reported [member] | Calyxt Inc [Member] | Non controlling Interests [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Loss of control over Calyxt | (4,440) | (4,440) | |||||
Adjustment [member] | |||||||
Disclosure of scope of consolidated and non consolidated entities [line items] | |||||||
Net income (Loss) | (2,345) | (3,058) | (3,058) | ||||
Total Comprehensive income (loss) | $ (2,345) | $ (3,058) | $ (3,058) | ||||
[1] During the year ended December 31, 2023, 9,907,800 shares were issued in a February 2023 follow-on offering of American Depositary Shares (ADSs) with gross proceeds of $ 24.8 million (the Cellectis Follow-on Offering). During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $ 80.0 million at a price of $ 5 per share. Following settlement and delivery of the new shares, AstraZeneca owns approximately 22 % of the share capital, and 21 % of the voting rights of the Company, has the right to nominate a non-voting observer on the board of directors of Cellectis, and has the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $ 35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received , after reallocation of the AZ JRCA and foreign exchange impact as of December 31, 2023, representing $ 44.9 million is reflected in share capital for $ 0.9 million and share premium for $ 44.0 million . Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period". Other movements include mainly the absorption of $ 134.1 million of retained earnings into share premium, approved during the annual shareholders meeting of June 27, 2023, in accordance with French Law. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $ 1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $ 0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $ 0.6 million issuance costs related to AstraZeneca initial investment. Operations between shareholders during the year-end period ended December 31, 2023 correspond to the reduction in Cellectis’ percentage of interest in Calyxt from 49.1 % at December 31, 2022 to 48.0 % at May 31, 2023, without a change in the consolidation method until May 31, 2023. On May 31, 2023, Calyxt consummated the Merger (as defined below) with Cibus Global. As from the consummation of the Merger, Cellectis has lost control over Calyxt and we proceeded with its deconsolidation. The net impact on Total Shareholders’ Equity corresponds to the derecognition of minority interests in Calyxt for $3 .6 million. We have reclassified at the date of loss of control amounts previously recognized in other comprehensive income related to Calyxt that should be reclassified in profit or loss according to IFRS 10. |
Information Concerning the Gr_3
Information Concerning the Group's Consolidated Operations - Revenues by Country of Origin and Other Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of revenue [line items] | ||||||
Revenue | $ 755 | $ 19,171 | $ 30,347 | |||
Research tax credit | 6,582 | 6,546 | 8,239 | |||
Subsidies and other | 1,856 | 7 | 11 | |||
Other income | 8,438 | 6,553 | 8,250 | |||
Total revenues and other income | $ 2,001 | $ 5,560 | $ 7,203 | 9,193 | 25,725 | 38,597 |
France [Member] | ||||||
Disclosure of revenue [line items] | ||||||
Revenue | 755 | 19,171 | 30,347 | |||
United States [Member] | ||||||
Disclosure of revenue [line items] | ||||||
Revenue | $ 0 | $ 0 | $ 0 |
Information Concerning the Gr_4
Information Concerning the Group's Consolidated Operations - Revenues by Nature (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of revenue [line items] | |||
Other revenues from collaboration agreements | $ 0 | $ 18,230 | $ 29,971 |
Collaboration agreements | 0 | 18,230 | 29,971 |
Licenses | 605 | 686 | 250 |
Products & services | 150 | 255 | 125 |
Total revenues | $ 755 | $ 19,171 | $ 30,347 |
Information Concerning the Gr_5
Information Concerning the Group's Consolidated Operations - Additional Information (Detail) € in Millions | 12 Months Ended | ||||||||
Dec. 13, 2023 USD ($) | Oct. 06, 2023 USD ($) | Jun. 19, 2023 USD ($) | Feb. 12, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Nov. 14, 2023 USD ($) | |
Consolidated operations [line items] | |||||||||
Increase (decrease) in net foreign exchange gain | $ 10,100,000 | ||||||||
Credits and net operating loss carryforwards | $ 155,673,000 | $ 124,263,000 | $ 157,823,000 | ||||||
Carryforwards limit that can be offset against future taxable profit, additional percentage of profit exceeding the limit | 50% | 50% | |||||||
Revenue from performance obligation | $ 1,500,000 | ||||||||
Decrease /increase in financial income | 126,000,000 | 126,000,000 | |||||||
Net foreign exchange gain | 17,618,000 | 7,541,000 | 11,860,000 | ||||||
Decrease /increase in financial Expenses | 22,800,000 | 22,800,000 | |||||||
Increase/ Decrease in foreign exchange losses | 11,900,000 | ||||||||
Net foreign exchange loss | 13,402,000 | 1,481,000 | 2,119,000 | ||||||
Loss in fair value recognized in profit and loss | 5,700,000 | ||||||||
Derivative fair value | 42,700,000 | $ 48,400,000 | |||||||
Interest expense on EIB loan | 1,500,000 | ||||||||
Decrease of interest expense on lease liabilities | 400,000 | ||||||||
Upfront amount | $ 20,000,000 | 20,000,000 | |||||||
Milestone revenue | 15,800,000 | ||||||||
Decrease in lease debt interest expense | 400,000 | ||||||||
Change In Fair Value Of Foreign Exchange Loss | (12,100,000) | ||||||||
Decrease in operating expenses | 8,900,000 | ||||||||
Decrease in purchases, external expenses and other | 4,800,000 | ||||||||
Decrease in wages | 5,300,000 | ||||||||
Decrease in non-cash stock based compensation expense | 800,000 | ||||||||
Decrease in cost of revenues | 1,000,000 | ||||||||
Increase of other operating expenses | 2,700,000 | ||||||||
Commercial litigation | 500,000 | ||||||||
Reimbursement of research tax credit | 700,000 | ||||||||
Provision for risk | 500,000 | ||||||||
Gain on money market funds fair value measurement | 200,000 | ||||||||
Reclassified from other comprehensive income | 8,000,000 | ||||||||
Increase in financial investments gains | 2,500,000 | ||||||||
Increase in social charges | 300,000 | ||||||||
Tax on stock options | 1,000,000 | ||||||||
Decrease In Foreign Exchange Loss | 600,000 | ||||||||
Decrease In Foreign Exchange Gains Losses | 4,300,000 | ||||||||
Decrease In Financial Income | 4,300,000 | 4,300,000 | |||||||
Other revenues from collaboration agreements recognized on licence agreement amendment | 1,000,000 | ||||||||
Increase (decrease) in other income | 1,900,000 | ||||||||
Other income | 8,438,000 | 6,553,000 | 8,250,000 | ||||||
Convertible Notes [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Decrease /increase in financial Expenses | 11,300,000 | 11,300,000 | |||||||
Net foreign exchange loss | 1,500,000 | 2,100,000 | |||||||
EIB Warrants [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Change In Fair Value Of Foreign Exchange Loss | 2,400,000 | ||||||||
Grant and Refundable Advance Agreement [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Percentage of grant and refundable advance | 0.152 | 0.161 | |||||||
Grant received | 1,400 | ||||||||
Bpifrance [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Research tax credit prefinancing interest expense | 400,000 | ||||||||
Bpifrance [Member] | Grant and Refundable Advance Agreement [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Increase (decrease) in other income | 1,700,000 | ||||||||
Grand refundable advance received | $ 1,900,000 | $ 900,000 | |||||||
Fair value of loan | 1,400,000 | ||||||||
Fair value of loan grant | 1,400,000 | ||||||||
Grant received | 300,000 | ||||||||
Other income | 1,700,000 | ||||||||
Bpifrance [Member] | Grant and Refundable Advance Agreement [Member] | Credit Spread [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Percentage of grant and refundable advance | 0.152 | 0.161 | |||||||
Cytovia [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Decrease in financial loss | 4,400,000 | ||||||||
Financial loss | 7,800,000 | 12,100,000 | |||||||
Other Income [Member] | Bpifrance [Member] | Grant and Refundable Advance Agreement [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Fair value of loan grant | $ 1,400,000 | ||||||||
Grant received | $ 300,000 | ||||||||
Astra Zeneca [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Loss in fair value recognized in profit and loss | 5,700,000 | ||||||||
Equity investment | $ 140,000,000 | ||||||||
Allogene Therapeutics Inc. [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Revenue from performance obligation | $ 10,000,000 | ||||||||
Top of Range [member] | |||||||||
Consolidated operations [line items] | |||||||||
Carryforwards limit that can be offset against future taxable profit | € | € 1 | ||||||||
France [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Credits and net operating loss carryforwards | 590,000,000 | 453,000,000 | 387,000,000 | ||||||
Reimbursement of research tax credit | $ 700,000 | ||||||||
United States [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Credits and net operating loss carryforwards | 29,800,000 | $ 38,600,000 | $ 57,700,000 | ||||||
United States [Member] | Federal Tax Authority [Member] | Cellectis, Inc. and Cellectis Biologics Inc. [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Credits and net operating loss carryforwards | 0 | ||||||||
Federal R&D tax credits, tax loss carryforwards | 6,200,000 | ||||||||
United States [Member] | State And Local Tax Authority [Member] | Cellectis, Inc. and Cellectis Biologics Inc. [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Credits and net operating loss carryforwards | $ 29,800,000 | ||||||||
United States [Member] | Top of Range [member] | Federal Tax Authority [Member] | Cellectis, Inc. and Cellectis Biologics Inc. [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Federal R&D tax credits, expiration period | 2042 | ||||||||
United States [Member] | Bottom of Range [member] | Federal Tax Authority [Member] | Cellectis, Inc. and Cellectis Biologics Inc. [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Federal R&D tax credits, expiration period | 2035 | ||||||||
Client A [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Percentage of Revenue | 57% | 82% | 45% | ||||||
Client B [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Percentage of Revenue | 35% | ||||||||
Calyxt [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Loss in fair value of retained investment | $ 5,900,000 | ||||||||
Client C [Member] | |||||||||
Consolidated operations [line items] | |||||||||
Percentage of Revenue | 18% |
Information Concerning the Gr_6
Information Concerning the Group's Consolidated Operations - Details of Operating Expenses by Nature (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expense by nature [line Items] | ||||||
Cost of good sold | $ 0 | $ 0 | ||||
Royalty expenses | (737) | (1,772) | ||||
Cost of revenue | (737) | (1,772) | $ (1,844) | |||
Non-cash stock based compensation expense | $ (100) | $ (100) | $ (100) | |||
Total research and development expenses | (87,646) | (97,501) | (117,840) | |||
Total selling, general and administrative expenses | (16,812) | (17,494) | (22,882) | |||
Other operating income (expenses) | (1,300) | 1,377 | $ 488 | |||
Research and Development Expenses [Member] | ||||||
Expense by nature [line Items] | ||||||
Wages and salaries | (32,936) | (38,523) | ||||
Social charges on stock option grants | (270) | 10 | ||||
Non-cash stock based compensation expense | (3,952) | (4,098) | ||||
Personnel expenses | (37,158) | (42,610) | ||||
Purchases and external expenses | (32,996) | (37,736) | ||||
Other | (17,492) | (17,154) | ||||
Total research and development expenses | (87,646) | (97,501) | ||||
Selling, General and Administrative Expenses [Member] | ||||||
Expense by nature [line Items] | ||||||
Wages and salaries | (5,994) | (5,686) | ||||
Social charges on stock option grants | (106) | (43) | ||||
Non-cash stock based compensation expense | (1,281) | (1,945) | ||||
Personnel expenses | (7,381) | (7,674) | ||||
Purchases and external expenses | (6,682) | (6,712) | ||||
Other | (2,749) | (3,108) | ||||
Total selling, general and administrative expenses | (16,812) | (17,494) | ||||
Personnel Expenses [Member] | ||||||
Expense by nature [line Items] | ||||||
Wages and salaries | (38,930) | (44,209) | ||||
Social charges on stock option grants | (376) | (33) | ||||
Non-cash stock based compensation expense | (5,233) | (6,043) | ||||
Personnel expenses | $ (44,539) | $ (50,285) |
Information Concerning the Gr_7
Information Concerning the Group's Consolidated Operations - Details of Financial Income and Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income expense [abstract] | ||||||
Income from cash, cash equivalents and financial assets | $ 3,614 | $ 1,120 | $ 719 | |||
Foreign exchange gains | 17,618 | 7,541 | 11,860 | |||
Gain on fair value measurement | 245 | |||||
Other financial income | 2 | 219 | 638 | |||
Financial income | $ 10,440 | $ 11,214 | $ 16,133 | 21,479 | 8,880 | 13,218 |
Interest on financial liabilities | (2,246) | (371) | (368) | |||
Foreign exchange losses | (13,402) | (1,481) | (2,119) | |||
Loss on fair value measurement | (20,813) | |||||
Interest on lease liabilities | (3,061) | (3,416) | (3,803) | |||
Other financial expenses | (1,121) | (12,546) | (197) | |||
Total Financial expenses | (16,284) | (21,461) | (23,085) | (40,642) | (17,815) | (6,486) |
Net Financial gain (loss) | $ (5,845) | $ (10,247) | $ (6,952) | $ (19,163) | $ (8,935) | $ 6,731 |
Information Concerning the Gr_8
Information Concerning the Group's Consolidated Operations - Disclosure of Income Tax (Expense or Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Major components of tax expense (income) [abstract] | |||||||
Income (loss) before taxes from continuing operations | $ (116,464) | $ (98,601) | $ (96,749) | ||||
Theoretical group tax rate | [1] | 25.12% | 25.16% | 24.38% | |||
Theoretical tax benefit (expense) | $ 29,259 | $ 24,804 | $ 23,584 | ||||
Permanent differences | 736 | (162) | (1,228) | ||||
Research tax credit | 1,645 | 4,852 | 4,284 | ||||
Share-based compensation & other IFRS adjustments | (1,134) | (987) | (3,596) | ||||
Non recognition of deferred tax assets related to tax losses and temporary differences | (30,876) | (28,557) | (22,997) | ||||
Other differences | [2] | 0 | (38) | (47) | |||
Effective tax expense | $ (258) | $ (258) | $ (365) | $ (371) | $ (87) | $ 0 | |
Effective tax rate | 0.32% | 0.09% | 0% | ||||
[1] The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25 % for France and 21 % for the United States, weighted by the pre-tax income from each country. Primarily relates to intercompany transactions between discontinued and continuing operations. |
Information Concerning the Gr_9
Information Concerning the Group's Consolidated Operations - Disclosure of Income Tax (Expense or Income) (Parenthetical) (Detail) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Consolidated operations [line items] | ||||
Applicable tax rate | [1] | 25.12% | 25.16% | 24.38% |
US | ||||
Consolidated operations [line items] | ||||
Applicable tax rate | 21% | |||
FR | ||||
Consolidated operations [line items] | ||||
Applicable tax rate | 25% | |||
[1] The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25 % for France and 21 % for the United States, weighted by the pre-tax income from each country. |
Information Concerning the G_10
Information Concerning the Group's Consolidated Operations - Disclosure of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in deferred tax liability (asset) [abstract] | |||
Credits and net operating loss carryforwards | $ 155,673 | $ 124,263 | $ 157,823 |
Capitalization of R&D expenses under SEC 174 rule | 4,092 | 2,792 | 0 |
Pension commitments | 550 | 597 | 1,018 |
Leases liabilities | 11,478 | 12,698 | 17,660 |
Revaluations of financial assets | 15,830 | 0 | 0 |
Deferred tax assets from other deductible differences | 772 | 1,452 | 1,728 |
Non-recognition of deferred tax assets | (177,001) | (128,448) | (155,982) |
Deferred tax assets | 11,392 | 13,354 | 22,247 |
Accelerated depreciation of assets for tax purposes | (740) | (1,286) | |
Right-of-use assets and other leases-related effects | (10,401) | (11,923) | (16,547) |
Deferred tax liabilities from other taxable differences | (410) | (145) | (5,700) |
Deferred tax liabilities | (11,550) | (13,354) | (22,247) |
Net deferred tax assets/(liabilities) | $ (158) | $ 0 | $ 0 |
Information Concerning the G_11
Information Concerning the Group's Consolidated Operations - Disclosure of Deferred Tax Assets and Liabilities Reflected in the Statement of Financial Position (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets and liabilities [abstract] | |||
Deferred tax liabilities | $ (158) | ||
Net deferred tax assets/(liabilities) | $ (158) | $ 0 | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule Of Income Statement Of Discontinued Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | ||||||||
Revenues and other income | $ 2,001 | $ 5,560 | $ 7,203 | $ 9,193 | $ 25,725 | $ 38,597 | ||
Operating expenses | (25,660) | (52,612) | (74,926) | (106,495) | (115,390) | (142,077) | ||
Operating income (loss) | (67,723) | (97,302) | (89,666) | (103,481) | ||||
Net financial gain (loss) | (5,845) | (10,247) | (6,952) | (19,163) | (8,935) | 6,731 | ||
Net income (loss) from discontinued operations | $ 13,834 | $ 8,392 | $ 8,392 | $ 8,392 | $ (15,345) | $ (28,358) | ||
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | $ 0.33 | $ 0.29 | $ 0.29 | $ 0.28 | [1] | $ (0.16) | $ (0.39) | |
Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | $ 0.33 | $ 0.29 | $ 0.28 | [1] | $ (0.16) | $ (0.39) | ||
Calyxt [Member] | ||||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | ||||||||
Revenues and other income | $ 43 | [1] | $ 157 | $ 28,475 | ||||
Operating expenses | (10,944) | [1] | (21,342) | (55,671) | ||||
Operating income (loss) | (10,901) | [1] | (21,186) | (27,196) | ||||
Net financial gain (loss) | (3,307) | [1] | 5,840 | (1,162) | ||||
Profit from deconsolidation | [1] | 22,600 | ||||||
Net income (loss) from discontinued operations | $ 8,392 | [1] | $ (15,345) | $ (28,358) | ||||
[1] Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - shares | May 31, 2023 | Apr. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | ||||||
Total outstanding shares | 71,751,201 | 45,675,968 | 45,484,310 | 42,780,186 | ||
Calyxt [Member] | ||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | ||||||
Percentage of shareholding diluted of merged entity | 2.90% | |||||
Stock Holders Equity Reverse Stock Split | 1-for-5 | 1-for-10 | ||||
Number of shares owned | 479,264 | |||||
Total outstanding shares | 997,745 | |||||
Total number of shares issued | 16,527,484 |
Discontinued Operations - Sche
Discontinued Operations - Schedule Of Cash Flow Statement Of Discontinued Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule Of Cash Flow Statement Of Discontinued Operations [Line Items] | ||||
Net cash flows provided by (used in) operating activities of discontinued operations | $ (3,644) | $ (18,601) | $ (16,746) | |
Net cash flows provided by (used in) investing activities of discontinued operations | 79 | (446) | 10,979 | |
Net cash flows provided by (used in) financing activities of discontinued operations | 1,781 | 8,650 | 2,294 | |
Calyxt [Member] | ||||
Schedule Of Cash Flow Statement Of Discontinued Operations [Line Items] | ||||
Net cash flows provided by (used in) operating activities of discontinued operations | (3,644) | [1] | (18,601) | (16,746) |
Net cash flows provided by (used in) investing activities of discontinued operations | 79 | [1] | (446) | 10,979 |
Net cash flows provided by (used in) financing activities of discontinued operations | 1,781 | [1] | 8,650 | 2,294 |
(Decrease) increase in cash and cash equivalents | $ (1,784) | [1] | $ (10,396) | $ (3,473) |
[1] Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Discontinued Operations - Summa
Discontinued Operations - Summary of Assets and Liabilities Held For Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||
Intangible assets | $ 671 | $ 718 | $ 1,854 | $ 1,584 | |
Property, plant, and equipment | 54,681 | 63,621 | $ 78,846 | $ 71,673 | |
Right-of-use assets | 38,060 | 44,275 | |||
Other current assets | 7,722 | 9,078 | |||
Cash and cash equivalents | 136,708 | 89,789 | |||
Total assets held for sale | 0 | 21,768 | |||
Non-current lease debts | 42,948 | 49,358 | |||
Current financial liabilities | 5,289 | 5,088 | |||
Current lease debts | 8,502 | 7,872 | |||
Trade payables | 19,069 | 21,456 | |||
Other current liabilities | 10,219 | 13,179 | |||
Total liabilities related to asset held for sale | 0 | 14,864 | |||
Calyxt Inc [Member] | |||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||
Intangible assets | 0 | $ 697 | 697 | ||
Property, plant, and equipment | 0 | 4,118 | 4,110 | ||
Right-of-use assets | 0 | 13,139 | 13,263 | ||
Other non-current assets | 0 | 0 | 0 | ||
Other current assets | 0 | 119 | 272 | ||
Cash and cash equivalents | 0 | 1,642 | 3,427 | ||
Total assets held for sale | 0 | 19,714 | 21,768 | ||
Non-current lease debts | 0 | 13,140 | 13,387 | ||
Other non-current liabilities | 0 | 0 | 0 | ||
Current financial liabilities | 0 | 5,647 | 267 | ||
Current lease debts | 0 | 406 | 463 | ||
Trade payables | 0 | 4,097 | 747 | ||
Other current liabilities | 0 | 301 | 0 | ||
Total liabilities related to asset held for sale | 0 | 23,592 | 14,864 | ||
Net assets held for sale | $ 0 | $ (3,878) | $ 6,903 |
Impairment Tests - Additional I
Impairment Tests - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of impairment loss and reversal of impairment loss [line items] | ||
Impairment of assets | $ 0 | $ 0 |
Right-of-Use Asset | ||
Disclosure of impairment loss and reversal of impairment loss [line items] | ||
Impairment of assets | $ 500,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | |||
Impact of enterprise resource planning implementation costs on the income statement | $ 0 | $ 1 | $ 2 |
Computer Software [Member] | Bottom of Range [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Estimated useful lives | 1 year | ||
Computer Software [Member] | Top of Range [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Estimated useful lives | 3 years | ||
Patents [member] | Top of Range [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Estimated useful lives | 20 years |
Intangible Assets - Details Inf
Intangible Assets - Details Information About Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | $ 718 | $ 1,854 | $ 1,584 |
Additions | 0 | 8 | 956 |
Disposal | 0 | (310) | |
Reclassification | 92 | 0 | |
Depreciation & impairment expense | (69) | (492) | (304) |
Translation adjustments | 22 | (47) | (72) |
Reclassification to assets held for sale | (697) | ||
Ending balance | 671 | 718 | 1,854 |
Gross value at end of period | 2,978 | 2,961 | 4,078 |
Accumulated depreciation and impairment at end of period | (2,306) | (2,192) | (2,225) |
Software and Patents [member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 114 | 1,212 | 889 |
Additions | 0 | 8 | 0 |
Disposal | 0 | (310) | |
Reclassification | 92 | 956 | |
Depreciation & impairment expense | (69) | (492) | (304) |
Translation adjustments | 1 | (10) | (19) |
Reclassification to assets held for sale | (697) | ||
Ending balance | 46 | 114 | 1,212 |
Gross value at end of period | 2,352 | 2,357 | 3,437 |
Accumulated depreciation and impairment at end of period | (2,306) | (2,192) | (2,225) |
Assets Under Construction [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 604 | 641 | 695 |
Additions | 0 | 0 | 956 |
Disposal | 0 | 0 | |
Reclassification | 0 | (956) | |
Depreciation & impairment expense | 0 | 0 | 0 |
Translation adjustments | 22 | (37) | (54) |
Reclassification to assets held for sale | 0 | ||
Ending balance | 626 | 604 | 641 |
Gross value at end of period | 626 | 604 | 641 |
Accumulated depreciation and impairment at end of period | $ 0 | $ 0 | $ 0 |
Right-of-use Assets - Additiona
Right-of-use Assets - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Right-of-use assets | $ 38,060 | $ 44,275 | ||
Calyxt [Member] | ||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Right-of-use assets | 0 | $ 13,139 | 13,263 | |
FRANCE | ||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Right-of-use assets | 14,000 | 15,000 | $ 18,000 | |
UNITED STATES | ||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||
Right-of-use assets | $ 24,000 | $ 29,000 | $ 51,000 |
Right-of-use Assets - Details I
Right-of-use Assets - Details Information About Breakdown Of Right Of Use Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | $ 44,275 | ||
Depreciation & impairment expense | (69) | $ (492) | $ (304) |
Ending balance | 38,060 | 44,275 | |
Right-of-use assets [member] | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 44,275 | 69,423 | 73,845 |
Additions | 1,776 | 706 | 6,197 |
Disposal | (102) | (3,447) | |
Depreciation & impairment expense | (8,399) | (8,046) | (9,021) |
Translation adjustments | 510 | (1,099) | (1,598) |
Reclassification to assets held for sale | (13,263) | ||
Ending balance | 38,060 | 44,275 | 69,423 |
Gross value at end of period | 69,885 | 67,163 | 89,478 |
Accumulated depreciation and impairment at end of period | (22,889) | (20,056) | |
Accumulated depreciation at end of period | (31,825) | ||
Right-of-use assets [member] | Buildings [Member] | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 33,666 | 55,197 | 62,424 |
Additions | 1,678 | 396 | (139) |
Disposal | (102) | (2,988) | |
Depreciation & impairment expense | (5,081) | (4,766) | (5,721) |
Translation adjustments | 442 | (915) | (1,367) |
Reclassification to assets held for sale | (13,257) | ||
Ending balance | 30,602 | 33,666 | 55,197 |
Gross value at end of period | 51,863 | 49,421 | 69,782 |
Accumulated depreciation and impairment at end of period | (15,755) | (14,586) | |
Accumulated depreciation at end of period | (21,261) | ||
Right-of-use assets [member] | Office and laboratory equipment [member] | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Beginning balance | 10,608 | 14,226 | 11,421 |
Additions | 98 | 310 | 6,336 |
Disposal | 0 | (459) | |
Depreciation & impairment expense | (3,318) | (3,280) | (3,300) |
Translation adjustments | 69 | (183) | (231) |
Reclassification to assets held for sale | (6) | ||
Ending balance | 7,457 | 10,608 | 14,226 |
Gross value at end of period | 18,022 | 17,742 | 19,696 |
Accumulated depreciation and impairment at end of period | $ (7,133) | $ (5,470) | |
Accumulated depreciation at end of period | $ (10,565) |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Buildings and Other Outside Improvements [Member] | Bottom of Range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 10 years |
Buildings and Other Outside Improvements [Member] | Top of Range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 20 years |
Leasehold Improvements [Member] | Bottom of Range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 5 years |
Leasehold Improvements [Member] | Top of Range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 10 years |
Office Furniture [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 10 years |
Laboratory Equipment [Member] | Bottom of Range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Laboratory Equipment [Member] | Top of Range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 10 years |
Office Equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 5 years |
IT Equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Property, Plant and Equipment_2
Property, Plant and Equipment - Disclosure of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning balance | $ 63,621 | $ 78,846 | $ 71,673 |
Additions | 1,071 | 2,844 | 15,682 |
Disposal | (391) | (1,706) | (2) |
Reclassification | 0 | (93) | 63 |
Depreciation & impairment expense | (10,064) | (11,171) | (7,275) |
Translation adjustments | 443 | (989) | (1,296) |
Reclassification to assets held for sale | (4,110) | ||
Ending balance | 54,681 | 63,621 | 78,846 |
Gross value at end of period | 98,270 | 96,454 | 105,965 |
Accumulated depreciation and impairment at end of period | (43,589) | (32,832) | (27,119) |
Land and Buildings [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning balance | 9,321 | 14,733 | 16,765 |
Additions | 0 | 56 | 2,956 |
Disposal | (173) | (3) | 0 |
Reclassification | 332 | (1,359) | (1,694) |
Depreciation & impairment expense | (1,911) | (1,944) | (2,442) |
Translation adjustments | 298 | (646) | (852) |
Reclassification to assets held for sale | (1,517) | ||
Ending balance | 7,868 | 9,321 | 14,733 |
Gross value at end of period | 18,544 | 17,742 | 22,426 |
Accumulated depreciation and impairment at end of period | (10,676) | (8,421) | (7,693) |
Technical Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning balance | 51,072 | 58,072 | 4,436 |
Additions | 60 | 311 | 5,352 |
Disposal | (153) | (193) | 0 |
Reclassification | 258 | 4,211 | 52,577 |
Depreciation & impairment expense | (7,191) | (8,516) | (4,065) |
Translation adjustments | 85 | (220) | (228) |
Reclassification to assets held for sale | (2,593) | ||
Ending balance | 44,131 | 51,072 | 58,072 |
Gross value at end of period | 73,483 | 72,847 | 75,511 |
Accumulated depreciation and impairment at end of period | (29,351) | (21,775) | (17,440) |
Fixtures, Fittings and Other Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning balance | 2,277 | 3,056 | 3,171 |
Additions | 19 | 364 | 1,339 |
Disposal | (1) | (453) | 0 |
Reclassification | 3 | 28 | (612) |
Depreciation & impairment expense | (963) | (711) | (767) |
Translation adjustments | 20 | (7) | (75) |
Reclassification to assets held for sale | 0 | ||
Ending balance | 1,354 | 2,277 | 3,056 |
Gross value at end of period | 4,973 | 4,914 | 5,043 |
Accumulated depreciation and impairment at end of period | (3,619) | (2,637) | (1,987) |
Assets Under Construction [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning balance | 952 | 2,985 | 47,301 |
Additions | 993 | 2,113 | 6,035 |
Disposal | (64) | (1,057) | (2) |
Reclassification | (593) | (2,973) | (50,208) |
Depreciation & impairment expense | 0 | 0 | 0 |
Translation adjustments | 40 | (116) | (141) |
Reclassification to assets held for sale | 0 | ||
Ending balance | 1,328 | 952 | 2,985 |
Gross value at end of period | 1,271 | 952 | 2,985 |
Accumulated depreciation and impairment at end of period | $ 57 | $ 0 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | $ 54,681 | $ 63,621 | $ 78,846 | $ 71,673 | |
Technical Equipment [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | 44,131 | 51,072 | 58,072 | $ 4,436 | |
Paris [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Assets under construction | 1,000 | ||||
Paris [Member] | Buildings [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Assets put in service | 600 | ||||
France [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | 12,000 | 14,000 | 17,000 | ||
United States [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | 43,000 | 50,000 | $ 62,000 | ||
Calyxt Inc [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | $ 0 | $ 4,118 | $ 4,110 |
Financial Assets and Liabilit_3
Financial Assets and Liabilities - Summary of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | $ 208,471 | $ 102,413 |
Accounting category amortized cost | 24,666 | 19,343 |
Book value on the statement of financial position | 233,136 | 121,756 |
Accounting category fair value through profit and loss | 7,797 | 0 |
Accounting category amortized cost | 127,354 | 117,484 |
Book value on the statement of financial position | 135,151 | 117,484 |
Level 1 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 165,777 | 94,506 |
Level 2 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 0 | 0 |
Fair value | 0 | 0 |
Level 3 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 42,694 | 7,907 |
Fair value | 7,797 | |
Non-Current Financial Assets [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 4,656 | 4,716 |
Accounting category amortized cost | 3,197 | 4,075 |
Book value on the statement of financial position | 7,853 | 8,791 |
Non-Current Financial Assets [member] | Level 1 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 4,656 | 4,716 |
Trade Receivables [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 569 | 772 |
Book value on the statement of financial position | 569 | 772 |
Subsidies Receivables [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 20,900 | 14,496 |
Book value on the statement of financial position | 20,900 | 14,496 |
Current Financial Assets [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 67,107 | 7,907 |
Accounting category amortized cost | 0 | 0 |
Book value on the statement of financial position | 67,107 | 7,907 |
Current Financial Assets [member] | Level 1 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 24,413 | |
Current Financial Assets [member] | Level 3 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 42,694 | 7,907 |
Cash and Cash Equivalents [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 136,708 | 89,789 |
Accounting category amortized cost | 0 | 0 |
Book value on the statement of financial position | 136,708 | 89,789 |
Cash and Cash Equivalents [member] | Level 1 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 136,708 | 89,789 |
Non-current Lease Debts [Member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 42,948 | 49,358 |
Book value on the statement of financial position | 42,948 | 49,358 |
Non-current Derivative Instruments (EIB Warrants) [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 7,797 | |
Accounting category amortized cost | 0 | |
Book value on the statement of financial position | 7,797 | |
Non-current Derivative Instruments (EIB Warrants) [member] | Level 3 [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Fair value | 7,797 | |
Other Non-current Financial Liabilities [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 41,327 | 20,531 |
Book value on the statement of financial position | 41,327 | 20,531 |
Current Lease Debts [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 8,502 | 7,872 |
Book value on the statement of financial position | 8,502 | 7,872 |
Current Financial Liabilities [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 5,289 | 5,088 |
Book value on the statement of financial position | 5,289 | 5,088 |
Trade Payables [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 19,069 | 21,456 |
Book value on the statement of financial position | 19,069 | 21,456 |
Other Current Liabilities [member] | ||
Disclosure of financial assets and liabilities [line items] | ||
Accounting category fair value through profit and loss | 0 | 0 |
Accounting category amortized cost | 10,219 | 13,179 |
Book value on the statement of financial position | $ 10,219 | $ 13,179 |
Financial Assets and Liabilit_4
Financial Assets and Liabilities - Additional Information (Detail) $ in Thousands, € in Millions | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 22, 2023 USD ($) | Feb. 28, 2022 USD ($) | |
Disclosure of financial assets and liabilities [line items] | ||||||
Lease liabilities discontinued operation | $ 51,500 | |||||
Cash and cash equivalents | 136,708 | $ 89,789 | ||||
Equity payment eligible to be received | $ 140,000 | |||||
Research tax credit receivable | 11,900 | |||||
Line Of Credit Facility Tranche B [Member] | ||||||
Disclosure of financial assets and liabilities [line items] | ||||||
Liability related to the EIB loan | € | € 15 | |||||
FRANCE | ||||||
Disclosure of financial assets and liabilities [line items] | ||||||
Non current financial assets | 800 | 700 | $ 1,000 | |||
Research tax credit receivable | 5,600 | 6,700 | $ 800 | |||
UNITED STATES | ||||||
Disclosure of financial assets and liabilities [line items] | ||||||
Non current financial assets | 7,100 | $ 8,100 | $ 6,000 | |||
State Guaranteed Loan [Member] | ||||||
Disclosure of financial assets and liabilities [line items] | ||||||
Borrowings | 14,100 | |||||
Loan received from bank | € | 18.5 | |||||
European Investment Bank Loan [Member] | ||||||
Disclosure of financial assets and liabilities [line items] | ||||||
Liability related to the EIB loan | $ 20,000 | |||||
Notional amount | € | € 40 | |||||
US Dollar [member] | Cash Cash and Cash Equivalents and Current Assets [member] | ||||||
Disclosure of financial assets and liabilities [line items] | ||||||
Currency denominated percentage | 87% | 59% | 57% |
Trade Receivables and Other C_3
Trade Receivables and Other Current Assets - Disclosure of Trade Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and other receivables [abstract] | ||
Trade receivables | $ 569 | $ 772 |
Provision for expected credit losses | 0 | 0 |
Total net value of trade receivables | $ 569 | $ 772 |
Trade Receivables and Other C_4
Trade Receivables and Other Current Assets - Disclosure of Subsidies Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables1 [abstract] | ||
Research tax credit | $ 20,900 | $ 14,496 |
Other subsidies | 0 | 0 |
Total subsidies receivables | $ 20,900 | $ 14,496 |
Trade Receivables and Other C_5
Trade Receivables and Other Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | |
Prepaid expenses and other current assets [line items] | ||||
Payment of receivable related to extension of option term | $ 500 | |||
Research tax credit receivables | 11,900 | |||
Trade receivables | 569 | $ 772 | ||
Reimbursement of research tax credit | 700 | |||
Deferred expenses and other current assets | 345 | 538 | ||
License Agreement With Two Partner [Member] | ||||
Prepaid expenses and other current assets [line items] | ||||
Trade receivables | 300 | |||
France [Member] | ||||
Prepaid expenses and other current assets [line items] | ||||
Research tax credit receivables | 5,600 | 6,700 | $ 800 | |
Reimbursement of research tax credit | $ 700 | |||
France [Member] | Previously stated [member] | ||||
Prepaid expenses and other current assets [line items] | ||||
Research tax credit receivables | $ 15,000 | $ 7,200 |
Trade Receivables and Other C_6
Trade Receivables and Other Current Assets - Disclosure of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Current Assets [abstract] | ||
VAT receivables | $ 1,414 | $ 1,140 |
Income tax receivable | 192 | |
Prepaid expenses and other prepayments | 5,716 | 6,233 |
Tax and social receivables | 55 | 1,166 |
Deferred expenses and other current assets | 345 | 538 |
Total other current assets | $ 7,722 | $ 9,078 |
Current Financial Assets and _3
Current Financial Assets and Cash and Cash Equivalents - Summary of Current Financial Assets and Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of current financial assets and cash and cash equivalents [line items] | ||
Current financial assets | $ 67,107 | $ 7,907 |
Cash and cash equivalents | 136,708 | 89,789 |
Carrying Value [member] | ||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||
Current financial assets | 67,107 | 7,907 |
Cash and cash equivalents | 136,708 | 89,789 |
Current financial assets and cash and cash equivalents | 203,815 | 97,697 |
Estimated Fair Value [member] | ||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||
Current financial assets | 67,107 | 7,907 |
Cash and cash equivalents | 136,708 | 89,789 |
Current financial assets and cash and cash equivalents | $ 203,815 | $ 97,697 |
Current Financial Assets and _4
Current Financial Assets and Cash and Cash Equivalents - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 22, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 14, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Current financial assets | $ 67,107 | $ 67,107 | $ 7,907 | |||||||
Cash and cash equivalents | 136,708 | 136,708 | 89,789 | |||||||
Fair value measurement of derivative | 48,400 | 48,400 | $ 48,400 | |||||||
Fair value instrument remeasured | 42,700 | 42,700 | ||||||||
Differrence in fair value measurement, Recognized | 5,700 | 5,700 | ||||||||
Estimated Fair Value [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Current financial assets | 67,107 | 67,107 | 7,907 | |||||||
Cash and cash equivalents | 136,708 | 136,708 | 89,789 | |||||||
Cytovia [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Short term restricted cash | 0 | 0 | ||||||||
Current financial assets | 15,000 | 15,000 | ||||||||
Cash and cash equivalents | 42,700 | 42,700 | ||||||||
Cibus Inc [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Current investment | 9,400 | 9,400 | ||||||||
Cytovia Agreement [Member] | Accrued and unpaid interest accrued [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Amount of convertible note due and payable in full cash | $ 2,400 | $ 2,400 | ||||||||
Cytovia Agreement [Member] | Principal [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Amount of convertible note due and payable in full cash | 20,000 | 20,000 | ||||||||
Cytovia Agreement [Member] | Cytovia [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Current financial assets | 1,100 | 1,100 | ||||||||
Net profit or loss in fair value of assets | $ 7,900 | |||||||||
Impact of derecognition of the initial asset | $ 1,100 | 6,800 | ||||||||
Cytovia Agreement [Member] | Cytovia [Member] | Convertible Notes [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Amount of convertible note due and payable in full cash | $ 22,400 | $ 22,400 | ||||||||
Cellectis [Member] | Cytovia Agreement [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Conversion of notes receivable into trade receivables | $ 20,000 | |||||||||
Calyxt [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Restricted cash | 200 | |||||||||
Short term restricted cash | 0 | |||||||||
Current financial assets | $ 7,900 | |||||||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Amendment Agreement One [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Convertible note nominal amount | $ 20,000 | |||||||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Amended And Restated Agreement [Member] | Cytovia [Member] | Amendment Agreement One [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Minimum threshold percentage of ownership necessary for conversion of notes receivable into shares | 9.90% | |||||||||
Notes receivable rate of interest | 10% | |||||||||
Step up interest rate percentage on notes receivable | 10% | 10% | ||||||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Due On June 30, 2023 [Member] | Amended And Restated Agreement [Member] | Cytovia [Member] | Amendment Agreement One [Member] | ||||||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||||||
Percentage of notes receivable due to be received | 50% | |||||||||
Percentage of convertible notes due at final maturity | 100% |
Current Financial Assets and _5
Current Financial Assets and Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and cash equivalents [abstract] | ||
Cash and bank accounts | $ 81,708 | $ 65,012 |
Money market funds | 0 | 13,578 |
Fixed bank deposits | 55,000 | 11,200 |
Total cash and cash equivalents | $ 136,708 | $ 89,789 |
Financial Liabilities - Schedul
Financial Liabilities - Schedule of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of financial liabilities [line items] | ||
Conditional advances | $ 1,448 | $ 0 |
Lease debts | 42,948 | 49,358 |
State Guaranteed loan PGE | 9,000 | |
EIB loan | 18,046 | 0 |
EIB warrants | 7,797 | 0 |
Other non-current financial liabilities | 12,884 | 6,962 |
Total non-current financial liabilities and non-current lease debts | 92,073 | 69,889 |
Lease debts | 8,502 | 7,872 |
Other current financial liabilities | 126 | 116 |
Total current financial liabilities and current lease debts | 13,790 | 12,960 |
Trade payables | 19,069 | 21,456 |
Other current liabilities | 10,219 | 13,179 |
Total financial liabilities | 135,151 | 117,484 |
State Guaranted Loan [Member] | ||
Disclosure of financial liabilities [line items] | ||
State Guaranteed loan PGE | 8,950 | 13,569 |
State Guaranteed loan « PGE » | $ 5,162 | $ 4,972 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) € / shares in Units, € in Millions | 8 Months Ended | 12 Months Ended | ||||||||||||
Apr. 17, 2023 USD ($) | Apr. 17, 2023 EUR (€) | Mar. 28, 2023 € / shares shares | Mar. 08, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Oct. 06, 2023 USD ($) | Aug. 31, 2023 EUR (€) | Jun. 19, 2023 USD ($) | Apr. 17, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 28, 2022 EUR (€) | Jun. 30, 2022 EUR (€) | |
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Non current liability of loan | $ 9,000,000 | $ 9,000,000 | ||||||||||||
Non-current financial liabilities | 49,125,000 | 49,125,000 | $ 20,531,000 | |||||||||||
Conditional advances | $ 1,448,000 | $ 1,448,000 | 0 | |||||||||||
Fair value of expected volatility percentage | 5% | 5% | 5% | |||||||||||
Percentage of warrants issued | 5% | |||||||||||||
Percentage of debt repayment terms | 75% | 75% | 75% | |||||||||||
Proportion of EIB finance contract to warrant issued | 0.30% | 0.30% | 0.30% | |||||||||||
Financial liabilities at amortised cost | $ 127,354,000 | $ 127,354,000 | 117,484,000 | |||||||||||
Effective Interest Rate of Loan | 13.40% | 13.40% | ||||||||||||
Warrants issued | shares | 2,779,188 | |||||||||||||
Tranche A Warrants [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Ordinary shares issued | shares | 2,779,188 | |||||||||||||
Financial liabilities at amortised cost | € | € 20 | |||||||||||||
Transaction costs disbursed in cash | $ 300,000 | |||||||||||||
Fair value of warrants | 5,200,000 | |||||||||||||
Initial fair value of the loan | $ 16,200,000 | |||||||||||||
Change in fair value of warrants | 2,500,000 | |||||||||||||
Other non-current financial liabilities [member] | Research Tax Credit Financing [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Non-current financial liabilities | 5,900,000 | 5,900,000 | $ 6,100,000 | |||||||||||
Cash | € | € 5.3 | € 5.5 | ||||||||||||
Other non-current financial liabilities [member] | New York [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Borrowings | 1,100,000 | 1,100,000 | ||||||||||||
State Guaranteed Loan [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Borrowings | 14,100,000 | 14,100,000 | ||||||||||||
Secured Borrowings | € | € 18.5 | |||||||||||||
Secured borrowings using exchange rates | 20,400,000 | $ 20,400,000 | ||||||||||||
Guaranteed borrowing amount, percentage | 90% | |||||||||||||
Current liability of loan | $ 5,200,000 | $ 5,200,000 | ||||||||||||
State Guaranteed Loan [Member] | Bottom of range [member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Interest rate | 0.31% | 0.31% | 0.31% | |||||||||||
State Guaranteed Loan [Member] | Top of range [member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Interest rate | 3.35% | 3.35% | 3.35% | |||||||||||
Grant and Refundable Advance Agreement [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Percentage of grant and refundable advance | 0.152 | 0.161 | ||||||||||||
Conditional advances | $ 1,900,000 | $ 900,000 | ||||||||||||
Advances, term of repayment | 3 years | |||||||||||||
Annual rate of discounting | 3.04% | |||||||||||||
Expected amount of discounting adjustment | $ 600,000 | |||||||||||||
Refundable advances amount to be repaid | $ 3,400,000 | |||||||||||||
Cash received as grant | $ 1,400 | |||||||||||||
Grant and Refundable Advance Agreement [Member] | Fair Value [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Conditional advances | $ 1,400,000 | 1,400,000 | ||||||||||||
Cash received in grants | $ 2,800,000 | |||||||||||||
European Investment Bank Loan [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Borrowings | € | € 40 | |||||||||||||
Tranche A borrowings | € | 20 | |||||||||||||
Tranche B borrowings | € | 15 | |||||||||||||
Tranche C borrowings | € | € 5 | |||||||||||||
European Investment Bank Loan [Member] | Tranche A Warrants [Member] | ||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||
Interest rate | 8% | |||||||||||||
Exercise price | € / shares | € 1.92 | |||||||||||||
Volume-weighted average price per share, percentage | 99% | |||||||||||||
Warrants maturity period | 6 years | |||||||||||||
Proceeds from exercise of warrants | € | € 20 |
Financial Liabilities - Summary
Financial Liabilities - Summary of Assumptions and Results of the Warrants Valuation (Details) € / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Apr. 17, 2023 EUR (€) Warrants € / shares | Dec. 31, 2023 EUR (€) Warrants € / shares | Dec. 31, 2023 USD ($) Options shares € / shares | Apr. 17, 2023 USD ($) | |
Assumptions and results of the warrants valuation | ||||
Number of options granted | shares | 2,178,311 | |||
Tranche A Warrants [Member] | ||||
Assumptions and results of the warrants valuation | ||||
Grant date | 4/17/2023 | |||
Expiration date | Apr. 17, 2043 | |||
Number of options granted | 2,779,188 | 2,779,188 | 2,779,188 | |
Share entitlement per options | shares | 1 | |||
Exercise price | € 1.92 | |||
Valuation method | Longstaff Schwartz | |||
Share price | € 1.87 | € 2.76 | ||
Average life of options | 20 years | 19 years 6 months 18 days | ||
Expected volatility | 81.30% | 67.60% | ||
Put Option Cap | € | € 7,196 | € 8,256 | ||
Discount rate | 2.85% | 2.50% | ||
Expected dividends | 0% | 0% | ||
Fair value per options | € 1.73 | € 2.54 | ||
Fair value | $ | € 7,797 | $ 5,280 |
Financial Liabilities - Disclos
Financial Liabilities - Disclosure of Sensitivity Analysis on the Expected Volatility (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Apr. 17, 2023 |
Sensitivity analysis on the expected volatility [abstract] | ||
Expected volatility -5% | $ 7,690 | $ 5,261 |
Expected volatility | 7,797 | 5,280 |
Expected volatility +5% | $ 7,871 | $ 5,286 |
Financial Liabilities - Sched_2
Financial Liabilities - Schedule Representing Due Dates of the Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | $ 51,450 | $ 57,230 |
Financial liabilities | 54,413 | 25,619 |
Financial liabilities | 105,863 | 82,849 |
Trade payables | 19,069 | 21,456 |
Other current liabilities | 10,219 | 13,179 |
Total financial liabilities | 135,151 | 117,484 |
Less than One Year [member] | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | 8,502 | 7,872 |
Financial liabilities | 5,289 | 5,088 |
Financial liabilities | 13,790 | 12,960 |
Trade payables | 19,069 | 21,456 |
Other current liabilities | 10,219 | 13,179 |
Total financial liabilities | 43,078 | 47,595 |
One to Five Years [member] | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | 28,369 | 26,412 |
Financial liabilities | 21,862 | 19,947 |
Financial liabilities | 50,230 | 46,359 |
Trade payables | 0 | |
Other current liabilities | 0 | |
Total financial liabilities | 50,230 | |
More than Five Years [member] | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | 14,579 | 22,946 |
Financial liabilities | 27,263 | 584 |
Financial liabilities | 41,842 | $ 23,530 |
Trade payables | 0 | |
Other current liabilities | 0 | |
Total financial liabilities | $ 41,842 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Miscellaneous current liabilities [abstract] | ||
VAT Payables | $ 0 | $ 3,058 |
Accruals for personnel related expenses | 9,368 | 9,421 |
Other | 852 | 700 |
Total other current liabilities | $ 10,219 | $ 13,179 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other current liabilities [abstract] | ||
Decrease in other current liabilities | $ 3 | $ 3 |
Deferred Revenues and Contract
Deferred Revenues and Contract Liabilities - Summary of Deferred Revenues and Contract Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accruals and deferred income including contract liabilities [abstract] | ||
Deferred revenues and contract liabilities | $ 59 | $ 110,325 |
Total deferred income including contract liabilities | $ 59 | $ 110,325 |
Deferred income and contract _3
Deferred income and contract liabilities (Additional Information) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Joint Collaboration and Research Agreement [Member] | |
Accruals And Deferred Income Including Contract Liabilities [line Item] | |
Collaboration agreement, upfront payment received | $ 25 |
Joint Research and Collaboration Agreement [Member] | |
Accruals And Deferred Income Including Contract Liabilities [line Item] | |
Collaboration agreement, upfront payment received | 25 |
AstraZeneca [member] | |
Accruals And Deferred Income Including Contract Liabilities [line Item] | |
Collaboration agreement payment reallocated | $ 84.1 |
Capital - Schedule of Classes o
Capital - Schedule of Classes of Share Capital (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disclosure of classes of share capital [line items] | ||||||
Beginning balance | $ 125,941 | $ 125,941 | $ 125,941 | $ 236,474 | $ 308,846 | |
Balance at beginning, Number of shares | 45,675,968 | 45,675,968 | 45,675,968 | 45,484,310 | 42,780,186 | |
Transaction costs | $ (1,455) | $ (2,316) | ||||
Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis | $ 9 | $ 5,612 | ||||
Exercise of share warrants, employee warrants, stock-options and free-shares vesting, shares | 167,433 | 191,658 | ||||
Capital increase by issuance of common shares | 25,907,800 | 2,415,630 | ||||
Exercise of share warrants, employee warrants and stock options | 288,494 | |||||
Other movements | (257) | $ (259) | $ (187) | [1] | ||
Ending Balance | 96,558 | 76,123 | $ 84,695 | $ 125,941 | $ 236,474 | |
Balance at end, Number of shares | 71,751,201 | 45,675,968 | 45,484,310 | |||
Nominal value | $ 0.05 | $ 0.05 | $ 0.05 | |||
Share Capital Ordinary Shares [member] | ||||||
Disclosure of classes of share capital [line items] | ||||||
Beginning balance | 2,955 | 2,955 | $ 2,955 | $ 2,945 | $ 2,785 | |
Capital increase | 1,401 | 143 | ||||
Exercise of share warrants, employee warrants and stock options | 17 | |||||
Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis | $ 9 | $ 10 | $ 17 | |||
Exercise of share warrants, employee warrants, stock-options and free-shares vesting, shares | 167,433 | 191,658 | 288,494 | |||
Ending Balance | 3,491 | 3,492 | $ 4,365 | $ 2,955 | $ 2,945 | |
Premiums Related to Share Capital [member] | ||||||
Disclosure of classes of share capital [line items] | ||||||
Beginning balance | 583,122 | 583,122 | 583,122 | 934,696 | 872,134 | |
Capital increase | 68,584 | 46,811 | ||||
Transaction costs | (1,455) | (2,049) | (570) | (2,316) | ||
Exercise of share warrants, employee warrants and stock options | 5,597 | |||||
Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis | 5,597 | |||||
Non-cash stock based compensation expense | 7,086 | 8,071 | 12,497 | |||
Other movements | (133,976) | (134,273) | (133,958) | [1] | (359,076) | (27) |
Ending Balance | $ 477,291 | $ 474,391 | $ 522,785 | $ 583,122 | $ 934,696 | |
[1] Other movements include mainly the absorption of $ 134.1 million of retained earnings into share premium, approved during the annual shareholders meeting of June 27, 2023, in accordance with French Law. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. |
Capital - Additional Informatio
Capital - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
May 07, 2024 | Nov. 01, 2023 | Jun. 27, 2023 | Jun. 01, 2023 | May 31, 2023 | Jun. 28, 2022 | Oct. 28, 2014 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 28, 2011 | |
Capital structure [line items] | |||||||||||||||
Voting right description | At December 31, 2023, we had 71,751,201 ordinary shares outstanding of which 5,935,517 had a double voting right | At December 31, 2022, we had 45,675,968 ordinary shares outstanding of which 6,067,096 had a double voting right | At December 31, 2021, we had 45,484,310 ordinary shares outstanding of which 5,601,472 had a double voting right. | ||||||||||||
Number of shares ordinary outstanding | 45,675,968 | 71,751,201 | 45,675,968 | 45,484,310 | 42,780,186 | ||||||||||
Number of shares ordinary having double voting right | 5,935,517 | 6,067,096 | 5,601,472 | ||||||||||||
Par value per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||
Ownership interest in subsidiary | 100% | 100% | |||||||||||||
Transaction costs | $ 1,455,000 | $ 2,316,000 | |||||||||||||
BSA [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Ordinary shares issued | 1,470,836 | 12,195,113 | |||||||||||||
Share premium [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Transaction costs | $ 1,455,000 | $ 2,049,000 | $ 570,000 | $ 2,316,000 | |||||||||||
Increase (decrease) through transfer between retained earnings into share premium | $ 134,100,000 | ||||||||||||||
Follow-on Offering [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Transaction costs | $ 1,400,000 | ||||||||||||||
Hold Two Years [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Voting right description | After a shareholder continuously holds ordinary shares for two years, each ordinary share held by such shareholder is entitled to two votes. | ||||||||||||||
Initial Investment Agreement [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Proceeds from sale of ordinary shares | $ 35,728,000 | $ 35,700,000 | |||||||||||||
Calyxt Inc [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Non-controlling shareholders interest | 52% | 50.90% | |||||||||||||
Ownership interest in subsidiary | 2.90% | 48% | 49.10% | ||||||||||||
Transaction costs | $ 212,000 | ||||||||||||||
AstraZeneca [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Ordinary shares issued | 16,000,000 | ||||||||||||||
Voting rights | 21% | ||||||||||||||
Ownership interest in associate | 22% | ||||||||||||||
Amount of premium after conversion related to operation | $ 44,900,000 | ||||||||||||||
Par value per share | $ 5 | ||||||||||||||
Investment income | $ 80,000,000 | ||||||||||||||
Transaction costs | $ 600,000 | ||||||||||||||
AstraZeneca [member] | Event After Reporting Period [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Voting rights | 30% | ||||||||||||||
Ownership interest in associate | 44% | ||||||||||||||
AstraZeneca [member] | Share premium [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Amount of premium after conversion related to operation | 44,000,000 | ||||||||||||||
Proceeds from sale of ordinary shares | 35,700,000 | ||||||||||||||
AstraZeneca [member] | Share capital [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Amount of premium after conversion related to operation | 900,000 | ||||||||||||||
BSA [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Exercise stock option | $ 16,400,000 | ||||||||||||||
Calyxt Inc [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Ordinary shares issued | 16,527,484 | ||||||||||||||
Number of shares ordinary outstanding | 997,745 | ||||||||||||||
Capital evolution 2021 [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Ordinary shares issued | 2,415,630 | 2,415,630 | |||||||||||||
Exercise of share warrants, employee warrants and stock options | shares | 256,494 | ||||||||||||||
Transaction costs | $ 2,300,000 | ||||||||||||||
Capital evolution 2022 [Member] | Share premium [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Increase (decrease) through transfer between retained earnings into share premium | $ 359,100,000 | ||||||||||||||
Capital evolution 2023 [Member] | Share premium [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Transaction costs | $ 600,000 | $ 1,400,000 | |||||||||||||
Increase (decrease) through transfer between retained earnings into share premium | $ 134,000,000 | ||||||||||||||
Capital evolution 2023 [Member] | Follow-on Offering [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Ordinary shares issued | 9,907,800 | ||||||||||||||
Exercise stock option | $ 24,800,000 | ||||||||||||||
Capital evolution 2023 [Member] | AstraZeneca [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Ordinary shares issued | 16,000,000 | ||||||||||||||
Voting rights | 21% | ||||||||||||||
Ownership interest in associate | 22% | ||||||||||||||
Amount of premium after conversion related to operation | $ 44,900 | ||||||||||||||
Par value per share | $ 5 | ||||||||||||||
Investment income | $ 80,000,000 | ||||||||||||||
Capital evolution 2023 [Member] | AstraZeneca [member] | Share premium [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Amount of premium after conversion related to operation | 44,000,000 | ||||||||||||||
Transaction costs | 600,000 | ||||||||||||||
Proceeds from sale of ordinary shares | 35,700,000 | ||||||||||||||
Capital evolution 2023 [Member] | AstraZeneca [member] | Share capital [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Amount of premium after conversion related to operation | $ 900,000 | ||||||||||||||
Free Shares [member] | Capital evolution 2021 [Member] | BSA [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Number of shares converted | 32,000 | ||||||||||||||
Free Shares [member] | Capital evolution 2021 [Member] | BSA [member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Number of shares converted | 32,000 | ||||||||||||||
Free Shares [member] | Capital evolution 2022 [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Number of shares converted | 191,658 | ||||||||||||||
Common Stock [Member] | Capital evolution 2022 [Member] | |||||||||||||||
Capital structure [line items] | |||||||||||||||
Number of shares converted | 191,658 |
Capital - Disclosure of Share W
Capital - Disclosure of Share Warrants and Non-employee Warrants (Detail) | 12 Months Ended |
Dec. 31, 2023 shares € / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of warrants/shares outstanding as of 01/01/2023 | 10,592,602 |
Number of warrants/shares granted | 2,178,311 |
Number of warrants/shares vested/exercised | 167,433 |
Number of warrants/shares voided | 703,908 |
Number of warrants/shares outstanding as of 12/31/2023 | 11,899,572 |
Maximum of shares to be issued | 11,899,572 |
Number of warrants/shares exercisable as of 12/31/2023 | 8,252,058 |
Free Shares [member] | 10/14/2020 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/14/2020 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 188,418 |
Number of warrants/shares vested/exercised | 167,433 |
Number of warrants/shares voided | 20,985 |
Strike price per share in euros | € / shares | € 22.45 |
Free Shares [member] | 03/05/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/05/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 16,500 |
Number of warrants/shares outstanding as of 12/31/2023 | 16,500 |
Maximum of shares to be issued | 16,500 |
Strike price per share in euros | € / shares | € 14.44 |
Free Shares [member] | 03/05/2021 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/05/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 230,567 |
Number of warrants/shares voided | 12,865 |
Number of warrants/shares outstanding as of 12/31/2023 | 217,702 |
Maximum of shares to be issued | 217,702 |
Strike price per share in euros | € / shares | € 12.69 |
Free Shares [member] | 05/12/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/12/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 2,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 2,000 |
Maximum of shares to be issued | 2,000 |
Strike price per share in euros | € / shares | € 12.7 |
Free Shares [member] | 05/28/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/28/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 141,325 |
Number of warrants/shares voided | 1,300 |
Number of warrants/shares outstanding as of 12/31/2023 | 140,025 |
Maximum of shares to be issued | 140,025 |
Strike price per share in euros | € / shares | € 12.38 |
Free Shares [member] | 09/30/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 09/30/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 5,525 |
Number of warrants/shares voided | 2,100 |
Number of warrants/shares outstanding as of 12/31/2023 | 3,425 |
Maximum of shares to be issued | 3,425 |
Strike price per share in euros | € / shares | € 11.22 |
Free Shares [member] | 10/13/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/13/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 4,500 |
Number of warrants/shares outstanding as of 12/31/2023 | 4,500 |
Maximum of shares to be issued | 4,500 |
Strike price per share in euros | € / shares | € 8.29 |
Free Shares [member] | 11/25/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 11/25/2021 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 2,100 |
Number of warrants/shares outstanding as of 12/31/2023 | 2,100 |
Maximum of shares to be issued | 2,100 |
Strike price per share in euros | € / shares | € 7.84 |
Free Shares [member] | 03/03/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/03/2022 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 243,259 |
Number of warrants/shares voided | 6,197 |
Number of warrants/shares outstanding as of 12/31/2023 | 237,062 |
Maximum of shares to be issued | 237,062 |
Strike price per share in euros | € / shares | € 2.74 |
Free Shares [member] | 12/19/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 12/19/2022 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 2,960 |
Number of warrants/shares outstanding as of 12/31/2023 | 2,960 |
Maximum of shares to be issued | 2,960 |
Strike price per share in euros | € / shares | € 1.91 |
Free Shares [member] | 01/24/2023 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 01/24/2023 |
Type | Free shares |
Number of warrants/shares granted | 340,750 |
Number of warrants/shares voided | 21,645 |
Number of warrants/shares outstanding as of 12/31/2023 | 319,105 |
Maximum of shares to be issued | 319,105 |
Strike price per share in euros | € / shares | € 3.09 |
Free Shares [member] | 03/22/2023 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/22/2023 |
Type | Free shares |
Number of warrants/shares granted | 2,150 |
Number of warrants/shares outstanding as of 12/31/2023 | 2,150 |
Maximum of shares to be issued | 2,150 |
Strike price per share in euros | € / shares | € 1.87 |
Free Shares [member] | 11/08/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 11/08/2022 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 30,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 30,000 |
Maximum of shares to be issued | 30,000 |
Strike price per share in euros | € / shares | € 2.37 |
Free Shares [member] | 05/24/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/24/2022 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 40,059 |
Number of warrants/shares voided | 1,950 |
Number of warrants/shares outstanding as of 12/31/2023 | 38,109 |
Maximum of shares to be issued | 38,109 |
Strike price per share in euros | € / shares | € 3.27 |
Free Shares [member] | 03/29/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/29/2022 |
Type | Free shares |
Number of warrants/shares outstanding as of 01/01/2023 | 1,900 |
Number of warrants/shares outstanding as of 12/31/2023 | 1,900 |
Maximum of shares to be issued | 1,900 |
Strike price per share in euros | € / shares | € 4.09 |
BSA [member] | 3/27/2015 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/27/2015 |
Type | BSA |
Number of warrants/shares outstanding as of 01/01/2023 | 130,000 |
Number of warrants/shares voided | 80,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 50,000 |
Maximum of shares to be issued | 50,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 50,000 |
Strike price per share in euros | € / shares | € 38.45 |
BSA [member] | 5/18/2015 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/18/2015 |
Type | BSA |
Number of warrants/shares outstanding as of 01/01/2023 | 50,000 |
Number of warrants/shares voided | 50,000 |
Strike price per share in euros | € / shares | € 29.58 |
BSA [member] | 9/8/2015 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 09/08/2015 |
Type | BSA |
Number of warrants/shares outstanding as of 01/01/2023 | 224,200 |
Number of warrants/shares voided | 150,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 74,200 |
Maximum of shares to be issued | 74,200 |
Number of warrants/shares exercisable as of 12/31/2023 | 74,200 |
Strike price per share in euros | € / shares | € 28.01 |
BSA [member] | 3/14/2016 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/14/2016 |
Type | BSA |
Number of warrants/shares outstanding as of 01/01/2023 | 147,025 |
Number of warrants/shares voided | 80,350 |
Number of warrants/shares outstanding as of 12/31/2023 | 66,675 |
Maximum of shares to be issued | 66,675 |
Number of warrants/shares exercisable as of 12/31/2023 | 66,675 |
Strike price per share in euros | € / shares | € 27.37 |
BSA [member] | 10/28/2016 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/28/2016 |
Type | BSA |
Number of warrants/shares outstanding as of 01/01/2023 | 145,000 |
Number of warrants/shares voided | 77,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 68,000 |
Maximum of shares to be issued | 68,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 68,000 |
Strike price per share in euros | € / shares | € 18.68 |
BSA [member] | 10/11/2017 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/11/2017 |
Type | BSA |
Number of warrants/shares outstanding as of 01/01/2023 | 200,000 |
Number of warrants/shares voided | 120,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 80,000 |
Maximum of shares to be issued | 80,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 80,000 |
Strike price per share in euros | € / shares | € 24.34 |
Stock options [member] | 3/24/2015 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/24/2015 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 1,351,904 |
Number of warrants/shares voided | 15,078 |
Number of warrants/shares outstanding as of 12/31/2023 | 1,336,826 |
Maximum of shares to be issued | 1,336,826 |
Number of warrants/shares exercisable as of 12/31/2023 | 1,336,826 |
Strike price per share in euros | € / shares | € 38.45 |
Stock options [member] | 9/8/2015 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 09/08/2015 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 1,317,300 |
Number of warrants/shares voided | 16,300 |
Number of warrants/shares outstanding as of 12/31/2023 | 1,301,000 |
Maximum of shares to be issued | 1,301,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 1,301,000 |
Strike price per share in euros | € / shares | € 27.55 |
Stock options [member] | 3/14/2016 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/14/2016 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 1,264,867 |
Number of warrants/shares voided | 3,531 |
Number of warrants/shares outstanding as of 12/31/2023 | 1,261,336 |
Maximum of shares to be issued | 1,261,336 |
Number of warrants/shares exercisable as of 12/31/2023 | 1,261,336 |
Strike price per share in euros | € / shares | € 22.44 |
Stock options [member] | 10/28/2016 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/28/2016 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 1,444,702 |
Number of warrants/shares voided | 4,056 |
Number of warrants/shares outstanding as of 12/31/2023 | 1,440,646 |
Maximum of shares to be issued | 1,440,646 |
Number of warrants/shares exercisable as of 12/31/2023 | 1,440,646 |
Strike price per share in euros | € / shares | € 17.9 |
Stock options [member] | 10/11/2017 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/11/2017 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 665,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 665,000 |
Maximum of shares to be issued | 665,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 665,000 |
Strike price per share in euros | € / shares | € 22.57 |
Stock options [member] | 10/08/2018 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/08/2018 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 5,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 5,000 |
Maximum of shares to be issued | 5,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 5,000 |
Strike price per share in euros | € / shares | € 24.8 |
Stock options [member] | 04/24/2019 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 04/24/2019 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 926,291 |
Number of warrants/shares voided | 7,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 919,291 |
Maximum of shares to be issued | 919,291 |
Number of warrants/shares exercisable as of 12/31/2023 | 919,291 |
Strike price per share in euros | € / shares | € 18.25 |
Stock options [member] | 11/06/2019 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 11/06/2019 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 30,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 30,000 |
Maximum of shares to be issued | 30,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 30,000 |
Strike price per share in euros | € / shares | € 11.06 |
Stock options [member] | 07/20/2020 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 07/20/2020 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 17,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 17,000 |
Maximum of shares to be issued | 17,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 13,812 |
Strike price per share in euros | € / shares | € 15.12 |
Stock options [member] | 08/05/2020 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 08/05/2020 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 134,000 |
Number of warrants/shares voided | 5,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 129,000 |
Maximum of shares to be issued | 129,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 104,811 |
Strike price per share in euros | € / shares | € 14.62 |
Stock options [member] | 09/11/2020 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 09/11/2020 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 45,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 45,000 |
Maximum of shares to be issued | 45,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 36,562 |
Strike price per share in euros | € / shares | € 14.36 |
Stock options [member] | 11/05/2020 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 11/05/2020 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 20,500 |
Number of warrants/shares outstanding as of 12/31/2023 | 20,500 |
Maximum of shares to be issued | 20,500 |
Number of warrants/shares exercisable as of 12/31/2023 | 15,375 |
Strike price per share in euros | € / shares | € 14.62 |
Stock options [member] | 03/04/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/04/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 701,848 |
Number of warrants/shares voided | 17,501 |
Number of warrants/shares outstanding as of 12/31/2023 | 684,347 |
Maximum of shares to be issued | 684,347 |
Number of warrants/shares exercisable as of 12/31/2023 | 470,568 |
Strike price per share in euros | € / shares | € 19.44 |
Stock options [member] | 04/13/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 04/13/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 27,465 |
Number of warrants/shares outstanding as of 12/31/2023 | 27,465 |
Maximum of shares to be issued | 27,465 |
Number of warrants/shares exercisable as of 12/31/2023 | 18,596 |
Strike price per share in euros | € / shares | € 16.07 |
Stock options [member] | 05/12/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/12/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 3,500 |
Number of warrants/shares outstanding as of 12/31/2023 | 3,500 |
Maximum of shares to be issued | 3,500 |
Number of warrants/shares exercisable as of 12/31/2023 | 2,187 |
Strike price per share in euros | € / shares | € 14.36 |
Stock options [member] | 05/28/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/28/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 25,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 25,000 |
Maximum of shares to be issued | 25,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 15,625 |
Strike price per share in euros | € / shares | € 12.69 |
Stock options [member] | 09/30/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 09/30/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 14,800 |
Number of warrants/shares voided | 7,850 |
Number of warrants/shares outstanding as of 12/31/2023 | 6,950 |
Maximum of shares to be issued | 6,950 |
Number of warrants/shares exercisable as of 12/31/2023 | 3,909 |
Strike price per share in euros | € / shares | € 11.51 |
Stock options [member] | 10/13/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 10/13/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 9,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 9,000 |
Maximum of shares to be issued | 9,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 4,500 |
Strike price per share in euros | € / shares | € 10.29 |
Stock options [member] | 11/25/2021 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 11/25/2021 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 4,500 |
Number of warrants/shares outstanding as of 12/31/2023 | 4,500 |
Maximum of shares to be issued | 4,500 |
Number of warrants/shares exercisable as of 12/31/2023 | 2,250 |
Strike price per share in euros | € / shares | € 8.81 |
Stock options [member] | 03/03/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/03/2022 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 666,542 |
Number of warrants/shares outstanding as of 12/31/2023 | 666,542 |
Maximum of shares to be issued | 666,542 |
Number of warrants/shares exercisable as of 12/31/2023 | 228,270 |
Strike price per share in euros | € / shares | € 4.41 |
Stock options [member] | 12/19/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 12/19/2022 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 2,065 |
Number of warrants/shares outstanding as of 12/31/2023 | 2,065 |
Maximum of shares to be issued | 2,065 |
Number of warrants/shares exercisable as of 12/31/2023 | 516 |
Strike price per share in euros | € / shares | € 2.09 |
Stock options [member] | 01/24/2023 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 01/24/2023 |
Type | Stock Options |
Number of warrants/shares granted | 1,417,321 |
Number of warrants/shares outstanding as of 12/31/2023 | 1,417,321 |
Maximum of shares to be issued | 1,417,321 |
Strike price per share in euros | € / shares | € 3.17 |
Stock options [member] | 03/22/2023 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/22/2023 |
Type | Stock Options |
Number of warrants/shares granted | 4,300 |
Number of warrants/shares outstanding as of 12/31/2023 | 4,300 |
Maximum of shares to be issued | 4,300 |
Strike price per share in euros | € / shares | € 1.91 |
Stock options [member] | 05/04/2023 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/04/2023 |
Type | Stock Options |
Number of warrants/shares granted | 358,100 |
Number of warrants/shares voided | 700 |
Number of warrants/shares outstanding as of 12/31/2023 | 357,400 |
Maximum of shares to be issued | 357,400 |
Strike price per share in euros | € / shares | € 1.80 |
Stock options [member] | 06/26/2023 [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 06/26/2023 |
Type | Stock Options |
Number of warrants/shares granted | 55,690 |
Number of warrants/shares voided | 2,500 |
Number of warrants/shares outstanding as of 12/31/2023 | 53,190 |
Maximum of shares to be issued | 53,190 |
Strike price per share in euros | € / shares | € 1.74 |
Stock options [member] | 11/08/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 11/08/2022 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 70,000 |
Number of warrants/shares outstanding as of 12/31/2023 | 70,000 |
Maximum of shares to be issued | 70,000 |
Number of warrants/shares exercisable as of 12/31/2023 | 23,100 |
Strike price per share in euros | € / shares | € 2.34 |
Stock options [member] | 05/24/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 05/24/2022 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 37,580 |
Number of warrants/shares outstanding as of 12/31/2023 | 37,580 |
Maximum of shares to be issued | 37,580 |
Number of warrants/shares exercisable as of 12/31/2023 | 12,516 |
Strike price per share in euros | € / shares | € 3.48 |
Stock options [member] | 03/29/2022 [member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date | 03/29/2022 |
Type | Stock Options |
Number of warrants/shares outstanding as of 01/01/2023 | 3,400 |
Number of warrants/shares outstanding as of 12/31/2023 | 3,400 |
Maximum of shares to be issued | 3,400 |
Number of warrants/shares exercisable as of 12/31/2023 | 1,487 |
Strike price per share in euros | € / shares | € 3.96 |
Share-based Payments - Addition
Share-based Payments - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 26, 2023 shares | May 04, 2023 shares | Jan. 24, 2023 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 4 years | |||||||||
Stock option expire, years | 10 years | |||||||||
Number of options granted | shares | 2,178,311 | |||||||||
Share based payment expense | $ 0.1 | $ 0.1 | $ 0.1 | |||||||
Performance Stock Unit [Member] | Calyxt Inc [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share based payment expense | $ 0.3 | $ 0.3 | ||||||||
Stock options [member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based compensation expense | $ 2.3 | $ 2.6 | $ 5.1 | |||||||
Number of share options granted in share-based payment arrangement | 1,835,411 | 828,549 | ||||||||
Stock options [member] | Calyxt Inc [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share based payment expense | $ 0.8 | $ 0.9 | ||||||||
Stock options [member] | Executive Employees [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 4 years | 4 years | ||||||||
Number of share options granted in share-based payment arrangement | shares | 358,100 | 1,417,321 | ||||||||
Stock options [member] | Non Executive Employees [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 4 years | |||||||||
Number of share options granted in share-based payment arrangement | shares | 55,690 | |||||||||
Warrants [member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Number of share options granted in share-based payment arrangement | 0 | 0 | ||||||||
S A free shares [member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based compensation expense | $ 2.9 | $ 3.5 | $ 6.4 | |||||||
Vesting description | The free shares granted in 2018 and until 2021 are subject to at least one-year vesting and additional one-year vesting period for French residents and two-years vesting period for foreign residents. The vesting of free shares granted to executive officers of the Company in October 2020 are subject to performance conditions with a minimum vesting of a 3-year period. | |||||||||
Number of share options granted in share-based payment arrangement | 342,900 | 354,770 | ||||||||
S A free shares [member] | French employees [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 1 year | |||||||||
S A free shares [member] | Foreign citizens [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 2 years | |||||||||
S A free shares [member] | Executive Officers [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 3 years | |||||||||
S A free shares [member] | Executive Officers [Member] | Granted in Two Thousand And Twenty One [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 3 years | |||||||||
S A free shares [member] | French Resident Employees [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 2 years | |||||||||
Share Based Arrangement Additional Vesting Period | 1 year | |||||||||
Additional holding period | 2 years | |||||||||
S A free shares [member] | Foreign Resident Employees [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 4 years | |||||||||
S A free shares [member] | Employees [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Vesting period, years | 3 years | |||||||||
Restricted Stock Unit [Member] | Calyxt Inc [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share based payment expense | $ 0.4 | $ 0.7 | ||||||||
Non Employee Warrants [Member] | ||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||
Share-based compensation expense | $ 0 | $ 0 | $ 0 |
Share-based Payments - Summary
Share-based Payments - Summary of assumptions Vesting Details (Detail) - Equity awards [member] - € / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Weighted-Average fair values of stock options granted | € 1.65 | € 1.31 |
Share entitlement per options | 1 | 1 |
Vesting conditions | Performance & Service or Service | Performance & Service or Service |
Vesting period | Graded | Graded |
Bottom of Range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Risk-free interest rate | 2.45% | 0% |
Exercise price | € 1.74 | € 2.09 |
Grant date share fair value | € 1.7 | € 1.91 |
Expected volatility | 63.70% | 58.70% |
Expected term (in years) | 6.03 | 6.03 |
Top of Range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Risk-free interest rate | 2.75% | 2.49% |
Exercise price | € 3.17 | € 7.22 |
Grant date share fair value | € 3.09 | € 6.74 |
Expected volatility | 64.40% | 62.50% |
Expected term (in years) | 6.15 | 6.15 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Information on Stock Option Activity (Detail) - Stock options [member] | 12 Months Ended | ||
Dec. 31, 2023 € / shares | Dec. 31, 2022 € / shares | Dec. 31, 2021 € / shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options and awards [Line Items] | |||
Option exercisable, beginning balance | 7,400,519 | 7,566,679 | |
Option exercisable, ending balance | 7,913,183 | 7,400,519 | 7,566,679 |
Weighted- average exercise price per share, beginning balance | € 24.58 | € 24.78 | |
Weighted- average exercise price per share, granted | 0 | 0 | |
Weighted- average exercise price per share, exercised | 0 | 0 | |
Weighted- average exercise price per share, forfeited or expired | 0 | 0 | |
Weighted- average exercise price per share, ending balance | € 23.63 | € 24.58 | € 24.78 |
Option outstanding, beginning balance | 8,787,264 | 9,159,794 | |
Option outstanding, granted | 1,835,411 | 828,549 | |
Option outstanding, exercised/vested | 0 | 0 | |
Option outstanding, forfeited, cancelled or expired | (79,516) | (1,201,079) | |
Option outstanding, ending balance | 10,543,159 | 8,787,264 | 9,159,794 |
Weighted average exercise price per share, beginning balance | € 22.31 | € 23.5 | |
Weighted average exercise price per share, granted | 2.86 | 4.18 | |
Weighted average exercise price per share, exercised/vested | 0 | 0 | |
Weighted average exercise price per share, cancelled, forfeited or expired | 22.86 | 18.85 | |
Weighted average exercise price per share, ending balance | € 18.92 | € 22.31 | € 23.5 |
Remaining Average Useful Life | 4 years 7 months 6 days | 4 years 7 months 6 days | 5 years 3 months 18 days |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of assumptions Weighted-average Fair Values of Warrants Granted and Assumptions Used for Black-Scholes Option Pricing Model (Detail) - Warrants [Member] - € / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Weighted-Average fair values of warrants granted | € 13.2 | € 9.33 |
Risk-free interest rate | 0.12% | |
Share entitlement per options | 1 | 1 |
Exercise price | € 24.34 | |
Grant date share fair value | € 24.95 | |
Expected volatility | 64.70% | |
Expected term (in years) | 6 | 6 |
Vesting conditions | Service | Service |
Vesting period | Graded | Graded |
Bottom of Range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Risk-free interest rate | 0% | |
Exercise price | € 18.68 | |
Grant date share fair value | € 16.42 | |
Expected volatility | 62.80% | |
Top of Range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Risk-free interest rate | 0.04% | |
Exercise price | € 27.37 | |
Grant date share fair value | € 22.48 | |
Expected volatility | 63.10% |
Share-Based Payments - Summar_4
Share-Based Payments - Summary of Information on Warrants Activity (Detail) - Warrants [member] | 12 Months Ended | ||
Dec. 31, 2023 € / shares | Dec. 31, 2022 € / shares | Dec. 31, 2021 € / shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options and awards [Line Items] | |||
Option exercisable, beginning balance | 896,225 | 896,225 | |
Option exercisable, granted | 0 | 0 | |
Option exercisable, exercised | 0 | 0 | |
Option exercisable, forfeited or expired | 557,350 | 0 | |
Option exercisable, ending balance | 338,875 | 896,225 | 896,225 |
Weighted- average exercise price per share, beginning balance | € 27.18 | € 27.18 | |
Weighted- average exercise price per share, granted | 0 | 0 | |
Weighted- average exercise price per share, exercised | 0 | 0 | |
Weighted- average exercise price per share, forfeited or expired | 27.48 | 0 | |
Weighted- average exercise price per share, ending balance | € 26.69 | € 27.18 | € 27.18 |
Option outstanding, beginning balance | 896,225 | 896,225 | |
Option outstanding, granted | 0 | 0 | |
Option outstanding, exercised/vested | 0 | 0 | |
Option outstanding, forfeited, cancelled or expired | 557,350 | 0 | |
Option outstanding, ending balance | 338,875 | 896,225 | 896,225 |
Weighted average exercise price per share, beginning balance | € 27.18 | € 27.18 | |
Weighted average exercise price per share, granted | 0 | 0 | |
Weighted average exercise price per share, exercised/vested | 0 | 0 | |
Weighted average exercise price per share, cancelled, forfeited or expired | 27.48 | 0 | |
Weighted average exercise price per share, ending balance | € 26.69 | € 27.18 | € 27.18 |
Remaining Average Useful Life | 2 years 4 months 24 days | 3 years 3 months 18 days | 4 years 3 months 18 days |
Share-Based Payment - Summary o
Share-Based Payment - Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value (Detail) - S A free shares [member] | 12 Months Ended | |
Dec. 31, 2023 € / shares | Dec. 31, 2022 € / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Option outstanding, beginning balance | 909,113 | 922,701 |
Option outstanding, granted | 342,900 | 354,770 |
Option outstanding, exercised/vested | (167,433) | (191,658) |
Option outstanding, forfeited, cancelled or expired | (67,042) | (176,700) |
Option outstanding, ending balance | 1,017,538 | 909,113 |
Weighted average exercise price per share, beginning balance | € 11.18 | € 14.15 |
Weighted average exercise price per share, granted | 3.08 | 2.79 |
Weighted average exercise price per share, exercised/vested | 22.45 | 17.96 |
Weighted average exercise price per share, cancelled, forfeited or expired | 11.4 | 13.99 |
Weighted average exercise price per share, ending balance | € 6.59 | € 11.18 |
Earnings Per Share - Details of
Earnings Per Share - Details of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings per share [abstract] | |||||||
Net income (loss) attributable to shareholders of Cellectis ($ in thousands) | $ (101,059) | $ (106,139) | $ (114,197) | ||||
Net income (loss) attributable to shareholders of Cellectis from discontinued operations ($ in thousands) | $ 15,776 | $ (7,451) | $ (17,448) | ||||
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share | 57,012,815 | 45,547,359 | 44,820,279 | ||||
Adjusted weighted average number of outstanding shares, net of effects of dilutive potential ordinary shares | 57,012,815 | 45,547,359 | 44,820,279 | ||||
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | $ (0.2) | $ (0.78) | $ (1.09) | $ (1.77) | $ (2.33) | $ (2.55) | |
Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | 0.33 | $ 0.29 | 0.29 | 0.28 | [1] | (0.16) | (0.39) |
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | (0.2) | (1.09) | (1.77) | (2.33) | (2.55) | ||
Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share) | $ 0.33 | $ 0.29 | $ 0.28 | [1] | $ (0.16) | $ (0.39) | |
[1] Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation |
Provisions - Summary of Provisi
Provisions - Summary of Provisions for Termination Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of other provisions [line items] | ||
Beginning balance | $ 2,867 | $ 4,944 |
Additions | 1,547 | 555 |
Amounts used during the period | 0 | (169) |
Pension, Reversals | 0 | (171) |
OCI | (473) | (2,293) |
Ending balance | 3,940 | 2,867 |
Non current provisions beginning balance | 2,390 | 4,073 |
Non current provisions additions | 327 | 555 |
Non current provisions Amounts used during period | 0 | 0 |
Non current provisions Reversals | 0 | 0 |
Non current provisions OCI | (517) | (2,238) |
Non current provisions Ending balance | 2,200 | 2,390 |
Current provisions beginning balance | 477 | 871 |
Current provisions additions | 1,219 | 0 |
Current provisions Amounts used during period | 0 | (169) |
Current provisions Reversals | 0 | (171) |
Current provisions OCI | 44 | (55) |
Current provisions Ending balance | 1,740 | 477 |
Commercial litigation, Beginning balance | 500 | |
Commercial litigation, Ending balance | 500 | |
Pension [member] | ||
Disclosure of other provisions [line items] | ||
Beginning balance | 2,390 | 4,073 |
Pension, Additions | 327 | 555 |
Pension, Amounts used during the period | 0 | 0 |
Pension, Reversals | 0 | 0 |
OCI | (517) | (2,238) |
Ending balance | 2,200 | 2,390 |
Employee Litigation and Severance [Member] | ||
Disclosure of other provisions [line items] | ||
Additions | 200 | |
Employee litigation and severance, Beginning balance | 234 | 508 |
Employee litigation and severance, Additions | 0 | 0 |
Employee litigation and severance, Amounts used during the period | 0 | (169) |
Employee litigation and severance, Reversals | 0 | (73) |
Employee litigation and severance, OCI | 8 | (33) |
Employee litigation and severance, Ending balance | 242 | 234 |
Commercial litigation [Member] | ||
Disclosure of other provisions [line items] | ||
Commercial litigation, Beginning balance | 72 | 77 |
Commercial litigation, Additions | 503 | 0 |
Commercial litigation, Amounts used during the period | 0 | 0 |
Commercial litigation, Reversals | 0 | 0 |
Commercial litigation, OCI | 13 | (4) |
Commercial litigation, Ending balance | 588 | 72 |
Provision for tax litigation [Member] | ||
Disclosure of other provisions [line items] | ||
Provision for tax litigation, Beginning balance | 0 | |
Provision for tax litigation, Additions | 615 | |
Provision for tax litigation, During the period | 0 | |
Provision for tax litigation, Reversals | 0 | |
Provision For Tax Litigation, OCI | 13 | |
Provision for tax litigation, Ending balance | 628 | 0 |
Other provision for charges [Member] | ||
Disclosure of other provisions [line items] | ||
Other provision for charges, Beginning balance | 171 | 287 |
Other provision for charges, Additions | 102 | |
Other provision for charges, During the period | 0 | |
Other provision for charges, Reversals | 0 | (97) |
Other provision for charges, OCI | 8 | (18) |
Other provision for charges, Ending balance | $ 281 | $ 171 |
Provisions - Additional Informa
Provisions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of provisions [line items] | ||||
Provisions for termination benefits | $ 1,547 | $ 555 | ||
Other provisions | 0 | 169 | ||
Reduction of Provisions | 500 | 2,300 | ||
Revision of actuarial assumptions | 500 | 1,900 | ||
Turnover assumptions | 600 | |||
Adjustments for provisions | 1,352 | 270 | $ 421 | |
Defined benefit plan | $ 2,200 | 2,390 | 4,073 | $ 4,010 |
Percentage of increase in discount rate | 0.50% | |||
Decrease in net defined benefit liability in discount rate | $ 100 | |||
Percentage of decrease in discount rate | 0.50% | |||
Increase in net defined benefit liability in discount rate | $ 100 | |||
Percentage of decrease in salary increase rate | 0.50% | |||
Increase of net defined benefit liability | $ 100 | |||
Percentage of increase in salary increase rate | 0.50% | |||
Decrease of net defined benefit liability | $ 100 | |||
Discount rate [Member] | ||||
Disclosure of provisions [line items] | ||||
Actuarial assumptions | 1,300 | |||
Salary increases rate | ||||
Disclosure of provisions [line items] | ||||
Actuarial assumptions | 400 | |||
Pension service cost [Member] | ||||
Disclosure of provisions [line items] | ||||
Provisions for termination benefits | 600 | |||
Employee Litigation and Severance [Member] | ||||
Disclosure of provisions [line items] | ||||
Provisions for termination benefits | 200 | |||
Termination of Commercial Litigation [Member] | ||||
Disclosure of provisions [line items] | ||||
Provisions for termination benefits | 500 | 100 | ||
Research Tax Credits [Member] | ||||
Disclosure of provisions [line items] | ||||
Other provisions | 600 | |||
Service and Interest Costs [Member] | ||||
Disclosure of provisions [line items] | ||||
Other provisions | 300 | |||
Translation Adjustment [Member] | ||||
Disclosure of provisions [line items] | ||||
Adjustments for provisions | 400 | |||
France [Member] | ||||
Disclosure of provisions [line items] | ||||
Defined benefit plan | $ 300 | $ 600 | $ 600 |
Provisions - Schedule of Estima
Provisions - Schedule of Estimation of Retirement Indemnity to Employee (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of defined benefit plans [abstract] | |||
% social security contributions | 47.13% | 45% | 45% |
Salary increases | 2.50% | 2.50% | 3.50% |
Discount rate | 3.53% | 3.72% | 1.13% |
Terms of retirement | Based on the employer initiative | Based on the employer initiative | Based on the employer initiative |
Retirement age | 66 years | 65 years | 65 years |
Provisions - Summary of Net Def
Provisions - Summary of Net Defined Benefit Liability and Components (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of net defined benefit liability (asset) [abstract] | |||
Beginning balance | $ (2,390) | $ (4,073) | $ (4,010) |
Current service cost | (237) | (512) | (602) |
Interest cost | (90) | (43) | (26) |
Benefit paid | 0 | 0 | |
Actuarial gains and losses | 597 | 2,227 | 231 |
Reclassification/CTA | (80) | 11 | 334 |
Ending balance | $ (2,200) | $ (2,390) | $ (4,073) |
Commitments - Schedule of Commi
Commitments - Schedule of Commitments (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Disclosure of contingent liabilities [line items] | |
Total commitments | $ 115,286 |
State Guaranteed loan PGE [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 14,057 |
EIB Loan [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 22,100 |
Bpifrance's Advance [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 1,910 |
It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 319 |
License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 13,480 |
Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 71 |
Lease Agreement [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 63,349 |
Less than One Year [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 17,918 |
Less than One Year [member] | State Guaranteed loan PGE [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 5,107 |
Less than One Year [member] | EIB Loan [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
Less than One Year [member] | Bpifrance's Advance [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
Less than One Year [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 233 |
Less than One Year [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 1,400 |
Less than One Year [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 71 |
Less than One Year [member] | Lease Agreement [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 11,107 |
1-3 years [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 31,483 |
1-3 years [member] | State Guaranteed loan PGE [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 8,950 |
1-3 years [member] | EIB Loan [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
1-3 years [member] | Bpifrance's Advance [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
1-3 years [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 86 |
1-3 years [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,800 |
1-3 years [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
1-3 years [member] | Lease Agreement [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 19,647 |
3-5 years [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 18,279 |
3-5 years [member] | State Guaranteed loan PGE [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
3-5 years [member] | EIB Loan [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
3-5 years [member] | Bpifrance's Advance [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 433 |
3-5 years [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
3-5 years [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,800 |
3-5 years [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
3-5 years [member] | Lease Agreement [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 15,046 |
More than Five Years [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 47,606 |
More than Five Years [member] | State Guaranteed loan PGE [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
More than Five Years [member] | EIB Loan [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 22,100 |
More than Five Years [member] | Bpifrance's Advance [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 1,477 |
More than Five Years [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
More than Five Years [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 6,480 |
More than Five Years [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
More than Five Years [member] | Lease Agreement [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | $ 17,548 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Agreements shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of transactions between related parties [line items] | |||
Key management personnel compensation, short-term employee benefits | $ 5,300 | $ 4,800 | $ 6,000 |
Key management personnel compensation, share-based payments in shares | shares | 1,499,821 | ||
Key management personnel non-cash stock-based compensation expense recognized | $ 800 | ||
Mr. Godard [member] | |||
Disclosure of transactions between related parties [line items] | |||
Number of service agreements | Agreements | 2 | ||
Compensation paid for consultancy services | $ 71 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) € in Millions, $ in Millions | 12 Months Ended | ||||
May 07, 2024 | Jan. 16, 2024 EUR (€) € / shares shares | Mar. 28, 2023 shares | Dec. 31, 2023 | Mar. 04, 2024 USD ($) | |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Issuance of warrants | 2,779,188 | ||||
AstraZeneca [member] | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Percentage of share capital | 22% | ||||
Percentage of voting rights | 21% | ||||
Event After Reporting Period [member] | Joint Collaboration and Research Agreement [Member] | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Milestone received | $ | $ 10 | ||||
Event After Reporting Period [member] | AstraZeneca [member] | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Percentage of share capital | 44% | ||||
Percentage of voting rights | 30% | ||||
Event After Reporting Period [member] | European Investment Bank Loan [Member] | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Drawdown amount of second tranche | € | € 15 | ||||
Issuance of warrants | 1,460,053 | ||||
Event After Reporting Period [member] | European Investment Bank Loan [Member] | Tranche B Warrants [Member] | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Percentage of volume weighted average price per share | 99% | ||||
Share issued price per share | € / shares | 2.53 | ||||
Percentage of warrants represents outstanding share capital | 2% | ||||
Accrued interest rate | 7% | ||||
Warrants mature period | 6 years |